UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED  JUNE 30, 2011
OR
o 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: 811-0969
FCCC, INC.
(Exact name of small business issuer as specified in its charter)
Connecticut 06-0759497
|X|QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008
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: 811-0969

(FCCC, INC.
(Exact name of small business issuer as specified in its charter)
Connecticut06-0759497
(State or other jurisdiction
of incorporation or organization)organization)
 
(I.R.S. Employer Identification No.)

200 Connecticut Avenue, Norwalk, Connecticut 06854
(Address of principal executive offices)

(203) 855-7700
(Issuer's telephone number)

n/a
(Former name, former address and former fiscal year, if
changed since last report)

Indicate by check

200 Connecticut Avenue, Norwalk, Connecticut 06854
(Address of principal executive offices)
(203) 855-7700
(Issuer’s telephone number)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Check whether the registrantissuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 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 |X|x   No |_|

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitionhas submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of "accelerated filerRegulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and large accelerated filer" I Rule 12B-2 of the Exchange Act. (Check one)post such files).   Yes o
Larger accelerated filer   |_|Accelerated filer   |_|Non-accelerated filer   |_|Smaller reporting company   |X|

   No o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes |X|x   No |_|

o


The number of shares outstanding of the issuer'sissuer’s Common Stock, as of January 30, 2009July 29, 2011, was: 1,561,022


Transitional Small Business Format: Yes o  No x

FCCC, INC.EXPLANATORY NOTE

FORM

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q

INDEX

Page
ITEM 1.FINANCIAL STATEMENTS
Balance Sheets1
Statements of Operations2 - 3
Statements of Changes in Stockholders' Equity4
Statements of Cash Flows5
Notes to Condensed Financial Statements6 - 7
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION8
ITEM 3.CONTROLS AND PROCEDURES9
SIGNATURES10
EXHIBIT INDEX11
EXHIBITS




ii
for the quarter ended June 30, 2011, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2011 (the “Original Filing”). The Registrant is filing this Amendment in response to comments received from SEC staff by letters dated January 12, 2012 and January 25, 2012.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer (same person) are filed as exhibits to this Amendment and apply to this filing and the Original Filing, as amended.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.
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1. The following replaces the section entitled “Item 3 Controls and Procedures” as prescribed by Items 307 and 308 of Regulation S-K:
ITEM 1.   FINANCIAL STATEMENTS.

3.   CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures

FCCC, INC.
BALANCE SHEETS

(DollarsThe Company’s Chief Executive Officer who is also the Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in thousands, except share data)
      
 December 31, March 31,
 2008 2008
 (Unaudited) (Audited)
    
ASSETS     
Current assets:    
         Cash and cash equivalents$1,583 $1,622
         Accrued interest receivable1 –
    
                 Total current assets1,584 1,622
      
Other assets1 1
    
TOTAL ASSETS$1,585 $1,623
    
      
LIABILITIES AND STOCKHOLDERS' EQUITY     
Current liabilities:    
         Accounts payable and other accrued expenses9 11
    
                 Total current liabilities9 11
      
Commitments and contingencies– –
    
TOTAL LIABILITIES$9 $11
      
Stockholders' equity:    
         Common stock, no par value, stated value $.50 per share,
                 authorized 22,000,000 shares, issued and outstanding
                 1,561,022 shares at December 31, 2008 and
                 1,451,382 shares at March 31, 2008		781 726
         Additional paid-in capital9,284 9,339
         Accumulated deficit(8,489) (8,453)
    
                 Total stockholders' equity1,576 1,612
      
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,585 $1,623
    

See notesSections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period reported in this quarterly report (the “Evaluation Date”), concluded that the Company’s disclosure controls and procedures were effective and designed to ensure that material information relating to the Company is accumulated and would be made known to them by others as appropriate to allow timely decisions regarding required disclosures.


Changes in Internal Controls

The Company does not believe that there are significant deficiencies in the design or operation of its internal controls that could adversely affect its ability to record, process, summarize and report financial statements.


1

FCCC, INC.

STATEMENTS OF OPERATIONS
(Unaudited)
(Dollarsdata. Although there were no significant changes in thousands, except share data)

 Three Months Ended December 31,
  
 2008 2007
    
Income:   
         Interest income$9 $19
    
Total income9 19
    
Expense:   
         Operating and administrative expenses15 19
         Legal expenses3 3
    
Total expense18 22
    
Net loss before income taxes$(9) $(3)
Income tax expense- 1
    
    
NET LOSS$(9) $(4)
    
    
Per share of common stock:   
Basic and diluted$(0.01) $–
    
    
Weighted average common shares outstanding: 
        Basic and diluted1,561,022 1,451,382

See notesthe Company’s internal controls or in other factors that could significantly affect those controls subsequent to the Evaluation Date, the Company’s senior management, in conjunction with its Board of Directors, continuously reviews overall company policies and improves documentation of important financial statements.

reporting and internal control matters. The Company is committed to continuously improving the state of its internal controls, corporate governance and financial reporting.

Report of Management on Internal Controls Over Financial Reporting

2

FCCC, INC.

STATEMENTS OF OPERATIONS
(Unaudited)
(DollarsThe Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in thousands, except share data)

 Nine Months Ended December 31,
  
 2008 2007
    
Income:   
         Interest income$27 $58
    
Total income27 58
    
Expense:   
         Operating and administrative expenses52 51
         Legal expenses9 9
    
Total expense61 60
    
Net loss before income taxes$(34) (2)
Income tax expense2 6
    
    
NET LOSS$(36) $(8)
    
    
Per share of common stock: 
        Basic and diluted$(0.02) $(0.01)
    
    
Weighted average common shares outstanding: 
        Basic and diluted1,545,572 1,433,055

See notesRule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  Our internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Chief Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial statements.


3

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Forreporting and the nine months ended December 31, 2008
(Dollars in thousands, except share data)


  Common Stock Paid-in Accumulated Total
  Shares Amount Capital Deficit 
      
Balance, March 31, 20071,423,382$712$9,330$(8,416)$1,626
 
Net loss - Year ended March 31, 2007 (audited)–––(25)(25)
      
Balance, March 31, 20071,423,382$712$9,330$(8,441)$1,601
 
Net loss - Year ended March 31, 2008 (audited)–––(12)(12)
 
Exercise of Stock Options -
September 2007		28,000149–23
      
Balance, March 31, 20081,451,382$726$9,339$(8,453)$1,612
 
Net loss for the nine months ended
December 31, 2008 (unaudited)		(36)(36)
 
Exercise of Warrants
April - May 2008		109,64055(55)––
      
Balance, December 31, 20081,561,022$781$9,284$(8,489)$1,576
      


See notes to financial statements.


4

FCCC, INC

STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)

      
 Nine Months Ended December 31,
  
 2008 2007
    
Cash Flows from Operating Activities:   
Net loss$(36) $(8)
    
      
Adjustments to reconcile net loss to cash provided by operating activities: 
       Changes in assets and liabilities: 
                 Accrued interest receivable(1) 4
                 Accounts payable and accrued expenses(2) -
    
                 Net cash used in operating activities(3) (4)
    
      
Cash Flows From Investing Activities: –  –
    
      
Cash Flows From Financing Activities:   
        Exercise of Stock Options– 23
    
      
Net increase (decrease) in cash and cash equivalents (39)  19
Cash and cash equivalents, beginning of period1,622 1,605
    
Cash and cash equivalents, end of period$1,583 $1,624
    
      
Supplemental cash flow disclosures: 
        Cash payments of interest$– $–
        Cash payments of income taxes$2 $6


See notes to financial statements.


5

FCCC, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A – BASIS OF PRESENTATION

The accompanying condensedpreparation and fair presentation of published financial statements of FCCC, Inc. (the “Company”), formerly known as The First Connecticut Capital Corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim.  Internal controls over financial informationreporting including those policies and withprocedures that (1) pertain to the instructions to Form 10-Qmaintenance of records that, in reasonable detail, accurately and Article 10-01 of Regulation S-X, promulgated byfairly reflect the SecuritiesCompany’s transactions and Exchange Commission. Accordingly, they do not include alldispositions of the information and notes required by GAAP for complete financial statements.

InCompany’s assets; (2) provide reasonable assurances that the opinion of management, all adjustments (consisting of normal recurring accruals) consideredCompany’s transactions are recorded as necessary for a fair representation have been included herein. Operating results are not necessarily indicativeto permit preparation of the results which may be expected for the year ending March 31, 2009 or other future periods. For further information, refer to theCompany’s financial statements in accordance with GAAP, and notes thereto includedthat receipts and expenditures are being made only in accordance with authorizations of the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008.

NOTE B – RELATED PARTY TRANSACTIONS

During the nine months ended December 31, 2008, the Company paid its four outside directors a totalmanagement and directors; and (3) provide reasonable assurance regarding prevention or timely detection of $5,700 in connection with board and audit committee attendance for the nine months ended December 31, 2008.

NOTE C – EXERCISE OF WARRANTS

In April 2008 and May 2008, respectively, all outstanding Warrants (200,000) were exercised through the cashless exercise provisionsunauthorized acquisition, use or disposition of the Warrants resulting in 53,500 and 56,140 common shares being issued to Bernard Zimmerman, President and Martin Cohen,Company’s assets that could have a Director of the Company respectively or their affiliates.

NOTE D – NEW PRONOUNCEMENTS AND SHARE BASED AWARDS

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has nomaterial effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on thestatements.


3
The Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.

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In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company has not yet adopted the simplified method for “plain vanilla” share options and warrants, but does not expect it to have a material impact on o the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007).. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, which, among other things, establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating what impact the adoption of SFAS No. 141(R) will have on the financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” including an amendment of FASB Statement No. 115 (SFAS 159), which permits entities to choose to measure many financial instruments and certain items at fair value. Unrealized gains and losses on items for which this option has been elected are reported in earnings. The provisions of SFAS No. 159 are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 159 on its financial statements.

In July 2002, the Public Company Accounting Reform and Investor Protection Act of 2002 (the Sarbanes-Oxley Act) was enacted. Section 404 stipulates that public companies must take responsibility for maintaining an effective system of internal control. Section 404(a) of the Act requires public companies to report onmanagement assessed the effectiveness of their controlthe Company’s internal controls over financial reporting as of June 30, 2011 and Section 404(b) requires public companies to obtainconcluded that such internal controls are effective.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated Framework.


This quarterly report does not include an attestattestation report from theirof the Company’s independent registered public accountant about management’s report. The Company is not requiredaccounting firm regarding internal controls over financial reporting pursuant to comply with section 404(a)temporary rules of the Act until the fiscal year ending March 31, 2010.

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.

7

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This quarterly report and other reports issued by the Company, including reports filed with the Securities and Exchange Commission may contain “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that deal with future results, plans or performances. In addition, the Company’s management may make such statements orally, to the media, or to securities analysts, investors or others. Accordingly, forward-looking statements deal with matters that do not relate strictly to historical facts. The Company’s future results may differ materially from historical performance and forward-looking statements about the Company’s expected financial results or other plans are subject to a number of risks and uncertainties. This section and other sections of this quarterly report may include factors that could materially and adversely impact the Company’s financial condition and results of operations. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to revise or update any forward-looking statements after the date hereof.

ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The Company has limited operations and has been actively seeking merger, acquisition and 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 such period, the Company does not expect to achieve sufficient income to offset its operating expenses, which may result in operating losses that may requirepermit the Company to use and thereby reduce its cash balance.

provide only management’s report in this quarterly report.


During the Company’s first fiscal quarter ended December 31, 2008, the Company had a net loss of $(9,000). The loss is attributable to the operational and administrative expenses incurred during the quarter less interest income earned. During the quarter ended December 31, 2007, the net loss was $(4,000). The net increase in the loss in the current quarter is primarily due to a decrease in interest income received due to lower rates on invested funds offset by a small decrease in operating expenses.

During the nine months ended December 31, 2008, the Company had a net loss of $(36,000), compared to a net loss of $(8,000) in the nine months ended December 31, 2007. The loss is attributable to the operational and administrative expenses incurred during the quarter, less interest income earned. The Company paid income taxes of $2,000 in the nine months ended December 31, 2008, and $6,000 in the nine months ended December 31, 2007. The increase in the loss in the current nine months is primarily due to a decrease in interest income received due to lower interest rates on invested funds and a small increase in administrative and other corporate expenses.

Stockholder’s equity as of December 31, 2008 is $1,576,000 as compared to $ 1,612,000 at March 31, 2008. The decrease is attributable to the net loss incurred by the Company during the nine months ended December 31, 2008.

The Company had cash on hand at December 31, 2008 of $1,583,000 as compared to $1,622,000 and $1,624,000 at March 31, 2008 and December 31, 2007, respectively. The decrease in cash on hand is primarily due to losses sustained by the Company in those respective periods.

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 dividends is subject to the discretion of the Company’s Board of Directors, and at this time the Company has no plans to pay any cash dividends.

8

PLAN OF OPERATION

As noted above, the Company has limited operations. The Company plans to continue as a public entity and continues to seek merger, acquisition and business combination opportunities with other operating businesses or other appropriate financial transactions. Until such an acquisition or business combination is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company may not achieve sufficient income to offset its operating expenses, which could create operating losses that may require the Company to use and thereby reduce its cash on hand.

ITEM 3.  CONTROLS AND PROCEDURES.

As of the end of the period covered by this Report, the Company’s President, principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures”, as defined in Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, this officer concluded that, as of the date of his evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management, including that officer, to allow timely decisions regarding required disclosure. It should be noted that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

During the period covered by this Report,June 30, 2011, there were no changes in the Company’s internal controlcontrols over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

2.           The certification in the beginning of Section 4 of Exhibit 31.1 has been changed to the exact form prescribed by Item 601(b)(31) of Regulation S-K

The registrant’s certifying officer is 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

9
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant have:
4

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.


 FCCC, INC.
 
By:
    
Dated: February 7, 2012By:Bernard Zimmerman
 President and Principal Executive Officer and
Principal Financial Officer
Dated: February 6, 2009




10

EXHIBIT INDEX

Exhibit No.Name: Bernard Zimmerman Description
 
Title: President, Chief Executive Officer and
Chief Financial Officer
5
EXHIBIT INDEX
Exhibit No. 
Description
  
31.1 Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002
 
32.1 Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002



11
6