10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2021

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____________ to ____________.

Commission file number 001-08589

FCCC, INC.

(Exact Name of Registrant as Specified in Its Charter)

Connecticut	06-0759497
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7700 Irvine Centre Dr, Suite 800, Irvine CA	92618
(Address of principal executive offices)	(Zip Code)

(812) 933-8888

 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒    No ☐

As of November 8, 2021, the registrant had 3,461,022 shares of common stock issued and outstanding.

 FCCC, INC. FORM 10-Q

Index

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements.	4
	CONDENSED BALANCE SHEETS	4
	CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)	5
	CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)	6
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)	7
	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	8
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	13
Item 4.	Controls and Procedures.	13
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	14
Item 1A.	Risk Factors.	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4.	Mine Safety Disclosures.	14
Item 5.	Other Information.	15
Item 6.	Exhibits.	16

2

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

FCCC, INC.

CONDENSED BALANCE SHEETS  

(Dollars in thousands, except share data)

	September 30,			March 31,
	2021			2021
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	72		$	66
Prepaid expense		-			4
Total current assets		72			70
TOTAL ASSETS		72			70
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	52		$	4
Due to Related party – David He		61			-
Convertible note payable		65			65
Accrued interest		2			2
Total current liabilities		180			71
TOTAL LIABILITIES		180			71
Stockholders’ equity:
Common stock, no par value, 22,000,000 shares authorized, 3,461,022 issued and outstanding at September 30, 2021 and at March 31, 2021		800			800
Additional paid-in capital		8,396			8,396
Accumulated deficit		(9,304	)		(9,197	)
Total stockholders’ equity		(108	)		(1	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	72		$	70

See notes to unaudited condensed financial statements

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FCCC, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 

(Dollars in thousands, except share and per share data)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Income:
Interest income	$	-		$	-		$	-		$	-
Operating Expenses:
Operating and administrative expenses		60			13			105			34
Total operating expense		60			13			105			34
Operating loss		(60	)		(13	)		(105	)		(34	)
Other income (expense):
Interest expense		1			-			2			-
Total other income (expense)		(1	)		-			(2	)		-
Loss before income taxes		(61	)		(13	)		(107	)		(34	)
Income tax expense		-			-			-			-
Net Loss	$	(61	)		(13	)		(107	)		(34	)
Basic and diluted loss per share	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.01	)
Weighted average common shares outstanding
Basic and diluted		3,461,022			3,461,022			3,461,022			3,461,022

See notes to unaudited condensed financial statements

5

FCCC, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) 

(Dollars in thousands)

	Six Months Ended September 30,
	2021			2020
Cash Flows from Operating Activities
Net loss	$	(107	)	$	(34	)
Adjustments to reconcile net loss to cash used in operating activities
Changes in assets and liabilities
Decrease (Increase) in prepaid expenses		4			(6	)
Increase (Decrease) in accounts payable and accrued expenses		48			(4	)
Due to related party		61			-
Net cash provided by (used in) operating activities		6			(44	)
Cash Flows from Financing Activities
Proceeds from convertible note payable		-			65
Net cash provided by financing activities		-			65
Net change in cash		6			21
Cash at the beginning of the period		66			63
Cash at the end of the period	$	72		$	84

See notes to unaudited condensed financial statements

6

FCCC, INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) 

(UNAUDITED)

(Dollars in thousands)

	Common Stock				Additional					Total Stockholders’
	Shares		Amount		Paid-In Capital		Accumulated Deficit			Equity (Deficit)
Balance as of Year Ended March 31, 2021		3,461,022	$	800	$	8,396	$	(9,197	)	$	(1	)
Net Loss – 3 months Ended June 30, 2021		-		-		-		(46	)		(46	)
Balance as of 3 months Ended June 30, 2021		3,461,022	$	800	$	8,396	$	(9,243	)	$	(47	)
Net Loss – 3 months Ended September 30, 2021		-		-		-		(61	)		(61	)
Balance, Sept 30, 2021		3,461,022	$	800	$	8,396	$	(9,304	)	$	(108	)

	Common Stock				Additional					Total Stockholders’
	Shares		Amount		Paid-In Capital		Accumulated Deficit			Equity (Deficit)
Balance as of Year Ended March 31, 2020		3,461,022	$	800	$	8,396	$	(9,135	)	$	61
Net Loss – 3 months Ended June 30, 2020		-		-		-		(21	)		(21	)
Balance as of 3 months Ended June 30, 2020		3,461,022	$	800	$	8,396	$	(9,156	)	$	40
Net Loss – 3 months Ended September 30, 2020		-		-		-		(13	)		(13	)
Balance, Sept 30, 2020		3,461,022	$	800	$	8,396	$	(9,169	)	$	27

See notes to unaudited condensed financial statements

7

FCCC, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 

September 30, 2021

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements of FCCC, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2022 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Going concern:

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses that raise substantial doubt about its ability to continue as a going concern. While the Company is attempting to attain revenue growth and profitability, the growth has not been significant enough to support the Company’s daily operations. Management may need to raise additional funds by way of a public or private offering and make strategic acquisitions. While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its new business plan and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Fair value of financial instruments:

Included in various investment related line items in the financial statements are certain financial instruments carried at fair value.  Other financial instruments are periodically measured at fair value, such as when impaired, or, for preferred stock when carried at the lower of cost or market.

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale.  The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Fair values are based on quoted market prices when available.  When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality.  In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price.  These valuation techniques involve some level of management estimation and judgment which becomes significant with increasingly complex instruments or pricing models.  Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

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The Company's financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SFAS No. 157, Fair Value Measurements.   The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement.  For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).   The levels of the fair value hierarchy are as follows:

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

Level 2 –  Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument.  Such inputs include market interest rates and volatilities, spreads and yield curves.

Level 3 – Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement.  Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

Dividends:

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time. 

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 “Income Taxes”. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Recently Issued Accounting Pronouncements:

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

9

NOTE 2 – RELATED PARTY TRANSACTIONS

On September 21, 2020, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, who then served as the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to which the Company issued and sold to Mr. Farrar a Convertible Promissory Note in aggregate principal amount of $65,000 bearing 5.0% interest per annum due and payable in cash on October 31, 2022 (the “Note”). The Note is unsecured and may be prepaid by the Company in whole or in part at any time without penalty or premium, at the option of the Company. Mr. Farrar has the option, on or prior to the maturity date, to convert all (but not less than all) of the principal and accrued but unpaid interest under this Note into the Company’s common stock, no par value, at a conversion price of $0.23 per share.

On April 26, 2021, the Company entered into an agreement to issue and sell 695,652 shares (the “New Shares”) of the Company’s common stock, no par value, to Huijun He, the Company’s Chief Executive Officer Vice President, and a Director, for a price of $159,999.96, or $0.23 per share (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, the sale of the New Shares will take place on or before July 25, 2021, which is the 90th day after the execution of the Subscription Agreement. Management is in negotiations for an extension with a revised price.

Since the beginning of the fiscal year ended March 31, 2021, David He advanced the amount of $61,000 that was used for company’s operating expenses.  The note is interest free and due upon demand.

NOTE 3 – EARNINGS PER SHARE

The Company follows FASB ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Basic and diluted loss per common share was calculated using the following number of shares for the three and six months ended September 30, 2021 and 2020:

Three Months Ended September 30:	2021		2020
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,461,022		3,461,022
Six Months Ended September 30:	2021		2020
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,461,022		3,461,022

NOTE 4 – INDEBTEDNESS

On September 21, 2020, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold to Frederick L. Farrar, a former executive officer, director and significant stockholder of the Company, a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes. As of September 30, 2021, the principal and interest due under the Note totaled $68,365. 

NOTE 5 – CAPITAL STOCK

The Company is authorized to issue 22,000,000 shares of Common stock, at no par value. At September 30, 2021 and March 31, 2021, there were 3,461,022 and 3,461,022 shares issued and outstanding, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

FORWARD-LOOKING STATEMENTS

The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties may be summarized in other documents that the Company may file with the Securities Exchange Commission, such as our Annual Report on Form 10-K for the year ended March 31, 2021. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.

ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

The Company has limited operations and is actively seeking a merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period the Company does not expect to achieve sufficient income to offset the Company’s operating expenses, resulting in operating losses that may require the Company to use and thereby reduce the Company’s limited cash balance. The Company’s prepaid expenses during the three-months ended September 30, 2021 was adjusted to Dues and Subscriptions at end of period. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur losses between $42,000 to $70,000 per quarter. The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

The payment of any cash distributions is subject to the discretion of our board of directors. At this time, the Company has no plans to pay any additional cash distributions in the foreseeable future.

CURRENT BUSINESS

Since June 2003, the Company’s operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which the Company may become an operating company.

Opportunities may come to the Company’s attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a potential transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.

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It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

The Company may also be subject to increased governmental regulation following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.

The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During the six months ended September 30, 2021, the Company had a loss from operations of $107,000. The loss is attributable to the operational, administrative, auditing, tax return preparation, legal and interest expenses incurred during the quarter. During the six months ended September 30, 2020, the loss from operations was $34,000. No taxes were paid in the quarters ended September 30, 2021 or 2020.

During the three months ended September 30, 2021, the Company had a loss from operations of $61,000. The loss is attributable to the operational, administrative, auditing, tax return preparation, legal and interest expenses incurred during the three-month period. During the three months ended September 30, 2020, the loss from operations was $13,000. Taxes paid in the three months ended September 30, 2021 and 2020 were $0 in both three-month periods.

LIQUIDITY AND CAPITAL RESOURCES

Stockholders’ equity as of September 30, 2021, was $(108,000), compared to ($1,000) at March 31, 2021. The decrease is attributable to the net loss incurred during the three months ended September 30, 2021.

Net cash provided by operating activities was $6,000 during the six months ended September 30, 2021, compared to net cash used in operating activities of $44,000 in the six months ended September 30, 2020. The net cash from financing activities during the three months ended September 30, 2021 was a result of the payment of operating expenses.

Cash on hand at September 30, 2021 was $72,000, compared to $84,000 at September 30, 2020. The decrease in cash on hand was primarily the net result of the expenses incurred during the first six months of the fiscal year.

Convertible Promissory Note

On September 21, 2020, the Company entered into a Note Purchase Agreement with Frederick L. Farrar, its Chief Executive Officer, Chief Financial Officer and a member of its board of directors, pursuant to which the Company issued and sold to Mr. Farrar a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes.

The Company has no material off-balance sheet arrangements. There has been no material change in any contractual obligation as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide the information required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management does not believe that there are significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None. 

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description
3.1	Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for year ended March 31, 2015)
3.2	Composite Amended and Restated By-Laws, as amended through November 27, 2007 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for year ended March 31, 2015)
10.1	Subscription Agreement, dated as of April 26, 2021, by and between FCCC, Inc. and Huijun He (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed April 26, 2021)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from FCCC, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2021, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Cash Flows; (iv) Condensed Statements of Stockholders’ Equity; and (vi) the Notes to the Condensed Financial Statements.
104	Cover Page formatted in iXBRL (included in Exhibit 101)

15

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FCCC, INC.
Date: November 15, 2021	By:	/s/ David He
		David He
		Chief Executive Officer and Vice President
		(duly authorized officer)
Date: November 15, 2021	By:	/s/ David He
		Chief Financial Officer
		(principal financial officer)

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David He, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of FCCC, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 15, 2021	/s/ David He
	David He
	Chief Executive Officer
	(principal executive)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David He, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of FCCC, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 15, 2021	/s/ David He
	David He
	Chief Financial Officer
	(financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q of FCCC, Inc. (the “Company”) for the period ended September 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Chief Executive Officer certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

Date: November 15, 2021	/s/ David He
	David He
	Chief Executive Officer and Vice President
	(principal executive officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q of FCCC, Inc. (the “Company”) for the period ended September 30, 2021 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Chief Financial Officer certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

Date: November 15, 2021	/s/ David He
	David He
	Chief Financial Officer
	(principal financial officer)

XML

Cover - shares	6 Months Ended
	Sep. 30, 2021	Nov. 08, 2021
Cover [Abstract]
Entity Registrant Name	FCCC, INC.
Entity Central Index Key	0000730669
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		3,461,022
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	001-08589
Entity Incorporation State Country Code	CT
Entity Tax Identification Number	06-0759497
Entity Address Address Line 1	7700 Irvine Centre Dr
Entity Address Address Line 2	Suite 800
Entity Address City Or Town	Irvine
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92618
City Area Code	812
Local Phone Number	933-8888

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Current Assets:
Cash and cash equivalents	$ 72,000	$ 66,000
Prepaid expense	0	4,000
Total current assets	72,000	70,000
TOTAL ASSETS	72,000	70,000
Current liabilities:
Accounts payable and other accrued expenses	52,000	4,000
Due to Related party - David He	61,000	0
Convertible note payable	65,000	65,000
Accrued interest	2,000	2,000
Total current liabilities	180,000	71,000
TOTAL LIABILITIES	180,000	71,000
Stockholders' equity:
Common stock, no par value, 22,000,000 shares authorized, 3,461,022 issued and outstanding at September 30, 2021 and at March 31, 2021	800,000	800,000
Additional paid-in capital	8,396,000	8,396,000
Accumulated deficit	(9,304,000)	(9,197,000)
Total stockholders' equity	(108,000)	(1,000)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 72,000	$ 70,000

XML

BALANCE SHEETS (Parenthetical) - shares	Sep. 30, 2021	Mar. 31, 2021
CONDENSED BALANCE SHEETS
Common stock, shares authorized	22,000,000	22,000,000
Common stock, shares issued	3,461,022	3,461,022
Common stock, shares outstanding	3,461,022	3,461,022

XML

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income:
Interest income	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
Operating and administrative expenses	60,000	13,000	105,000	34,000
Total operating expense	60,000	13,000	105,000	34,000
Operating loss	(60,000)	(13,000)	(105,000)	(34,000)
Other income (expense):
Interest expense	1,000	0	2,000	0
Total other income (expense)	(1,000)	0	(2,000)	0
Loss before income taxes	(61,000)	(13,000)	(107,000)	(34,000)
Income tax expense	0	0	0	0
Net Loss	$ (61,000)	$ (13,000)	$ (107,000)	$ (34,000)
Basic and diluted loss per share	$ (0.02)	$ (0.00)	$ (0.03)	$ (0.01)
Weighted average common shares outstanding
Basic and diluted	3,461,022	3,461,022	3,461,022	3,461,022

XML

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities
Net loss	$ (107,000)	$ (34,000)
Changes in assets and liabilities
Decrease (Increase) in prepaid expenses	4,000	(6,000)
Increase (Decrease) in accounts payable and accrued expenses	48,000	(4,000)
Due to related party	61,000	0
Net cash provided by (used in) operating activities	6,000	(44,000)
Cash Flows from Financing Activities
Proceeds from convertible note payable	0	65,000
Net cash provided by financing activities	0	65,000
Net change in cash	6,000	21,000
Cash at the beginning of the period	66,000	63,000
Cash at the end of the period	$ 72,000	$ 84,000

XML

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Mar. 31, 2020		3,461,022
Balance, amount at Mar. 31, 2020	$ 61,000	$ 800,000	$ 8,396,000	$ (9,135,000)
Net Loss - 3 months Ended June 30, 2020	(21,000)	$ 0	0	(21,000)
Balance, shares at Jun. 30, 2020		3,461,022
Balance, amount at Jun. 30, 2020	40,000	$ 800,000	8,396,000	(9,156,000)
Balance, shares at Mar. 31, 2020		3,461,022
Balance, amount at Mar. 31, 2020	61,000	$ 800,000	8,396,000	(9,135,000)
Net Loss - 3 months Ended June 30, 2020	(34,000)
Balance, shares at Sep. 30, 2020		3,461,022
Balance, amount at Sep. 30, 2020	27,000	$ 800,000	8,396,000	(9,169,000)
Balance, shares at Jun. 30, 2020		3,461,022
Balance, amount at Jun. 30, 2020	40,000	$ 800,000	8,396,000	(9,156,000)
Net Loss - 3 months Ended June 30, 2020	(13,000)	$ 0	0	(13,000)
Balance, shares at Sep. 30, 2020		3,461,022
Balance, amount at Sep. 30, 2020	27,000	$ 800,000	8,396,000	(9,169,000)
Balance, shares at Mar. 31, 2021		3,461,022
Balance, amount at Mar. 31, 2021	(1,000)	$ 800,000	8,396,000	(9,197,000)
Net Loss - 3 months Ended June 30, 2020	(46,000)	$ 0	0	(46,000)
Balance, shares at Jun. 30, 2021		3,461,022
Balance, amount at Jun. 30, 2021	(47,000)	$ 800,000	8,396,000	(9,243,000)
Balance, shares at Mar. 31, 2021		3,461,022
Balance, amount at Mar. 31, 2021	(1,000)	$ 800,000	8,396,000	(9,197,000)
Net Loss - 3 months Ended June 30, 2020	(107,000)
Balance, shares at Sep. 30, 2021		3,461,022
Balance, amount at Sep. 30, 2021	(108,000)	$ 800,000	8,396,000	(9,304,000)
Balance, shares at Jun. 30, 2021		3,461,022
Balance, amount at Jun. 30, 2021	(47,000)	$ 800,000	8,396,000	(9,243,000)
Net Loss - 3 months Ended June 30, 2020	(61,000)	$ 0	0	(61,000)
Balance, shares at Sep. 30, 2021		3,461,022
Balance, amount at Sep. 30, 2021	$ (108,000)	$ 800,000	$ 8,396,000	$ (9,304,000)

XML

BASIS OF PRESENTATION

6 Months Ended

Sep. 30, 2021

BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements of FCCC, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2022 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Going concern:

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses that raise substantial doubt about its ability to continue as a going concern. While the Company is attempting to attain revenue growth and profitability, the growth has not been significant enough to support the Company’s daily operations. Management may need to raise additional funds by way of a public or private offering and make strategic acquisitions. While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its new business plan and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Fair value of financial instruments:

Included in various investment related line items in the financial statements are certain financial instruments carried at fair value.  Other financial instruments are periodically measured at fair value, such as when impaired, or, for preferred stock when carried at the lower of cost or market.

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale.  The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Fair values are based on quoted market prices when available.  When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality.  In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price.  These valuation techniques involve some level of management estimation and judgment which becomes significant with increasingly complex instruments or pricing models.  Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

The Company's financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SFAS No. 157, Fair Value Measurements.   The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement.  For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).   The levels of the fair value hierarchy are as follows:

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

Level 2 –  Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument.  Such inputs include market interest rates and volatilities, spreads and yield curves.

Level 3 – Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement.  Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

Dividends:

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time. 

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 “Income Taxes”. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Recently Issued Accounting Pronouncements:

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 2 - RELATED PARTY TRANSACTIONS

NOTE 2 – RELATED PARTY TRANSACTIONS

On September 21, 2020, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, who then served as the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to which the Company issued and sold to Mr. Farrar a Convertible Promissory Note in aggregate principal amount of $65,000 bearing 5.0% interest per annum due and payable in cash on October 31, 2022 (the “Note”). The Note is unsecured and may be prepaid by the Company in whole or in part at any time without penalty or premium, at the option of the Company. Mr. Farrar has the option, on or prior to the maturity date, to convert all (but not less than all) of the principal and accrued but unpaid interest under this Note into the Company’s common stock, no par value, at a conversion price of $0.23 per share.

On April 26, 2021, the Company entered into an agreement to issue and sell 695,652 shares (the “New Shares”) of the Company’s common stock, no par value, to Huijun He, the Company’s Chief Executive Officer Vice President, and a Director, for a price of $159,999.96, or $0.23 per share (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, the sale of the New Shares will take place on or before July 25, 2021, which is the 90th day after the execution of the Subscription Agreement. Management is in negotiations for an extension with a revised price.

Since the beginning of the fiscal year ended March 31, 2021, David He advanced the amount of $61,000 that was used for company’s operating expenses.  The note is interest free and due upon demand.

XML

EARNINGS PER SHARE

6 Months Ended

Sep. 30, 2021

EARNINGS PER SHARE

NOTE 3 - EARNINGS PER SHARE

NOTE 3 – EARNINGS PER SHARE

The Company follows FASB ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Basic and diluted loss per common share was calculated using the following number of shares for the three and six months ended September 30, 2021 and 2020:

Three Months Ended September 30:	2021		2020
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,461,022		3,461,022
Six Months Ended September 30:	2021		2020
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,461,022		3,461,022

XML

INDEBTEDNESS

6 Months Ended

Sep. 30, 2021

INDEBTEDNESS

NOTE 4 - INDEBTEDNESS

NOTE 4 – INDEBTEDNESS

On September 21, 2020, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold to Frederick L. Farrar, a former executive officer, director and significant stockholder of the Company, a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes. As of September 30, 2021, the principal and interest due under the Note totaled $68,365. 

XML

CAPITAL STOCK

6 Months Ended

Sep. 30, 2021

CAPITAL STOCK

NOTE 5 - CAPITAL STOCK

NOTE 5 – CAPITAL STOCK

The Company is authorized to issue 22,000,000 shares of Common stock, at no par value. At September 30, 2021 and March 31, 2021, there were 3,461,022 and 3,461,022 shares issued and outstanding, respectively.

XML

BASIS OF PRESENTATION (Policies)

6 Months Ended

Sep. 30, 2021

BASIS OF PRESENTATION

Going concern

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses that raise substantial doubt about its ability to continue as a going concern. While the Company is attempting to attain revenue growth and profitability, the growth has not been significant enough to support the Company’s daily operations. Management may need to raise additional funds by way of a public or private offering and make strategic acquisitions. While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its new business plan and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Fair value of financial instruments

Included in various investment related line items in the financial statements are certain financial instruments carried at fair value.  Other financial instruments are periodically measured at fair value, such as when impaired, or, for preferred stock when carried at the lower of cost or market.

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale.  The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Fair values are based on quoted market prices when available.  When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality.  In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price.  These valuation techniques involve some level of management estimation and judgment which becomes significant with increasingly complex instruments or pricing models.  Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

The Company's financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SFAS No. 157, Fair Value Measurements.   The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement.  For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).   The levels of the fair value hierarchy are as follows:

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

Level 2 –  Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument.  Such inputs include market interest rates and volatilities, spreads and yield curves.

Level 3 – Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement.  Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

Dividends

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time. 

Income Taxes

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 “Income Taxes”. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

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EARNINGS PER SHARE (Tables)

6 Months Ended

Sep. 30, 2021

EARNINGS PER SHARE

Schedule of earnings per share basic and diluted

Three Months Ended September 30:	2021		2020
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,461,022		3,461,022
Six Months Ended September 30:	2021		2020
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,461,022		3,461,022

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended
	Sep. 21, 2020	Sep. 30, 2021	Apr. 26, 2021	Mar. 31, 2021
Convertible note payable		$ 65,000		$ 65,000
Due to Related party		61,000		$ 0
Chief Executive Officer Vice President [Member]
Common stock price per share			$ 0.23
Common stock value reserved for future issuance under agreement			$ 159,999
Common stock shares reserved for future issuance under agreement			695,652
Mr. Farrar [Member]
Convertible note payable		65,000
Interest rate	5.00%
Mature date	October 31, 2022
Conversion price per share	$ 0.23
Mr. He [Member]
Due to Related party		$ 61,000

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EARNINGS PER SHARE (Details) - shares	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
EARNINGS PER SHARE
Weighted average number of common shares outstanding - Basic	3,461,022	3,461,022	3,461,022	3,461,022
Weighted average number of common shares outstanding - Diluted	3,461,022	3,461,022	3,461,022	3,461,022

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INDEBTEDNESS (Details Narrative) - USD ($)	1 Months Ended
	Sep. 21, 2020	Sep. 30, 2021	Mar. 31, 2021
Convertible note payable		$ 65,000	$ 65,000
Mr. Farrar [Member]
Convertible note payable		65,000
Interest rate	5.00%
Mature date	October 31, 2022
Principal and interest		$ 68,365
Conversion price per share	$ 0.23

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CAPITAL STOCK (Details Narrative) - shares	Sep. 30, 2021	Mar. 31, 2021
CAPITAL STOCK
Common stock, shares authorized	22,000,000	22,000,000
Common stock, shares issued	3,461,022	3,461,022
Common stock, shares outstanding	3,461,022	3,461,022