UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
 
FORM 10-Q
(Mark One)  
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
   
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,DECEMBER 31, 2009 
   
 OR 
   
oTRANSITION 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
(State or other jurisdiction
of incorporation or 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)
 
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ   No o
 
Indicate by check mark whether the registrant has 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 Regulation 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 post such files).   
Yes o   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated and large accelerated filer” I Rule 12B-2 of the Exchange Act.  (Check one)
Larger accelerated filer  o   Accelerated filer   o   Non-accelerated filer   o   Smaller reporting company   þ   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  
Yes þ   No o
 
The number of shares outstanding of the issuer’s Common Stock, as of October 30, 2009,January 29, 2010, was: 1,561,022
 
Transitional Small Business Format:  Yes o  No þ
 

 
FCCC, INC.
 
FORM 10-Q
 
INDEX
 
 
  Page
 
 
ITEM 1. RECENT DEVELOPMENTS AND FINANCIAL STATEMENTS1
  Balance Sheets2
  Statements of Operations3-4
  StatementsStatement of Changes in Stockholders’ Equity5
  Statements of Cash Flows6
  Notes to Financial Statements7-10
    
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION10-1111-12
    
ITEM 3. CONTROLS AND PROCEDURES1113
    
  SIGNATURES1214
    
  EXHIBIT INDEX1315
    
  EXHIBITS 
 
 


ii
 
ii

ITEM 1.  RECENT DEVELOPMENTS AND FINANCIAL STATEMENTS.
 
The Board of Directors of FCCC, Inc. (Bulletin Board “FCIC”) (“the Company”) declared a Special Cash Distribution  on July 10, 2009, to all stockholders of record as of July 24, 2009, of $0.80 per share of the Company’s outstanding Common Stock.  The distribution was effectuated on or about August 7, 2009 (the “Distribution Date”).  The amount of the total distribution was approximately $1,250,000.$1,249,000.
 
 
After the payment of this special distribution, FCCC, Inc. hashad cash funds on September 30, 2009 of approximately $284,000 and will continue to seek opportunities, including, without limitation, a merger, reverse merger, acquisition or other financial transaction with an operating business.  Shareholders are encouraged to review the Company’s Annual Report on Form 10-K, filed on June 17, 2009, for further information concerning the Company.
 
 
Lawrence Yurdin and Martin Cohen, members of the Board of Directors of the Company, tendered their resignations as directors by letters dated June 30, 2009 and July 1, 2009, respectively.  The letters were held in escrow and the resignations became effective on the Distribution Date (August 7, 2009) and they are no longer associated with the Company, other than as shareholders.  .
 
 

 

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1
 

 
FCCC, INC.
FCCC, INC.
 
FCCC, INC.
 
BALANCE SHEETSBALANCE SHEETS BALANCE SHEETS 
(Dollars in thousands, except share data)(Dollars in thousands, except share data) (Dollars in thousands, except share data) 
   
   
 
September 30,
2009
(Unaudited)
  
March 31,
2009
(Audited)
  
December 31,
2009
(Unaudited)
  
March 31,
2009
(Audited)
 
ASSETS            
Current assets:            
Cash and cash equivalents $284  $1,572  $267  $1,572 
Accrued interest receivable  -   2   -   2 
                
Total current assets  284   1,574   267   1,574 
                
Other assets  1   1   1   1 
                
TOTAL ASSETS $285  $1,575  $268  $1,575 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                
Current liabilities:                
Accounts payable and other accrued expenses $6  $14  $8  $14 
                
Total current liabilities  6   14   8   14 
                
Commitments and contingencies  -   -   -   - 
                
TOTAL LIABILITIES $6  $14  $8  $14 
                
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 September 30, 2009 and March 31, 2009  781   781 
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, 2009 and March 31, 2009
  781   781 
Additional paid-in capital  8,035   9,284   8,035   9,284 
Accumulated deficit  (8,537)  (8,504)  (8,556)  (8,504)
Total stockholders’ equity  279   1,561   260   1,561 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $285  $1,575  $268  $1,575 
                
        
 
 
 
 
 
See notes to financial statements.
 

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2
 
FCCC, INC.FCCC, INC. FCCC, INC. 
   
STATEMENTS OF OPERATIONSSTATEMENTS OF OPERATIONS STATEMENTS OF OPERATIONS 
(Unaudited)(Unaudited) (Unaudited) 
(Dollars in thousands, except share data)(Dollars in thousands, except share data) (Dollars in thousands, except share data) 
 
    
 Three Months Ended September 30,  Three Months Ended December 31, 
         
 2009  2008  2009  2008 
            
Income:            
Interest income $3  $9  $1  $9 
                
Total income  3   9   1   9 
                
Expense:                
Operating and administrative expenses  18   20   16   15 
Legal expenses  3   3   3   3 
                
Total expense  21   23   19   18 
                
Loss before income taxes  (18)  (14)  (18)  (9)
Income tax expense  4   2   1   -- 
                
                
NET LOSS $(22) $(16) $(19) $(9)
                
                
                
Basic and Diluted loss per share $(0.01) $(0.01) $(0.01) $(0.01)
                
                
                
Weighted average common shares outstanding:                
Basic and Diluted  1,561,022   1,561,022   1,561,022   1,561,022 
                
          
        
        
 

 
See notes to financial statements.
 

3
FCCC, INC. 
  
STATEMENTS OF OPERATIONS 
(Unaudited) 
(Dollars in thousands, except share data) 
  
  Six Months Ended September 30, 
    
  2009  2008 
       
Income:      
Interest income $8  $18 
         
Total income  8   18 
         
Expense:        
Operating and administrative expenses  31   37 
Legal expenses  6   6 
         
Total expense  37   43 
         
Loss before income taxes  (29)  (25)
Income tax expense  4   2 
         
         
NET LOSS $(33) $(27)
         
         
         
Basic and Diluted loss per share $(0.02) $(0.02)
         
         
         
Weighted average common shares outstanding:        
Basic and Diluted  1,561,022   1,537,804 
         
         
 
 
        
         
  
See notes to financial statements.

4
 

FCCC, INC. 
  
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 
(Dollars in thousands, except share data) 
  
             
             
             
             
  Common Stock  Paid-in  Accumulated  Total 
  Shares  Amount  Capital  Deficit    
                
Balance, March 31, 2007 (audited)  1,423,382  $712  $9,330  $(8,441) $1,601 
                     
Net loss - Year ended
March 31,  2008 (audited)
  -   -   -   (12)  (12)
                     
Exercise of Stock Options – September 2007  28,000   14   9   -   23 
                     
Balance,  March 31, 2008 (audited)  1,451,382  $726  $9,339  $(8,453) $1,612 
                     
Exercise of Warrants  109,460   55   (55)  -   - 
                     
Net loss – Year ended
March 31, 2009 (audited)
  -   -   -   (51)  (51)
                     
Balance, March 31, 2009 (audited)  1,561,022  $781  $9,284  $(8,504) $1,561 
                     
Net Loss – Six Months Ended
September 30, 2009 (unaudited)
  -   -   -   (33)  (33)
                     
Cash Distribution August 2009          (1,249)      (1,249)
 
Balance, September 30, 2009 (unaudited)
    1,561,022  $781  $8,035  $(8,537) $279 
  
  
  
  
  
FCCC, INC. 
  
STATEMENTS OF OPERATIONS 
(Unaudited) 
(Dollars in thousands, except share data) 
  
 
    
   Nine Months Ended September 30, 
       
  2009  2008 
       
Income:      
Interest income $9  $27 
         
Total income  9   27 
         
Expense:        
Operating and administrative expenses  47   52 
Legal expenses  9   9 
         
Total expense  56   61 
         
Loss before income taxes  (47)  (34)
Income tax expense  5   2 
         
         
NET LOSS $(52) $(36)
         
         
         
Basic and Diluted loss per share $(0.03) $(0.02)
         
         
         
Weighted average common shares outstanding:        
Basic and Diluted  1,561,022   1,545,572 
         
  
See notes to financial statements.
4

FCCC, INC. 
  
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY 
(Dollars in thousands, except share data) 
  
             
  Common Stock  Paid-in  Accumulated  Total 
  Shares  Amount  Capital  Deficit    
                
Balance, March 31, 2007 (audited)  1,423,382  $712  $9,330  $(8,441) $1,601 
                     
Net loss - Year ended
March 31,  2008 (audited)
  -   -   -   (12)  (12)
                     
Exercise of Stock Options – September 2007  28,000   14   9   -   23 
                     
Balance,  March 31, 2008 (audited)  1,451,382  $726  $9,339  $(8,453) $1,612 
                     
Exercise of Warrants  109,460   55   (55)  -   - 
                     
Net loss – Year ended
March 31, 2009 (audited)
  -   -   -   (51)  (51)
                     
Balance, March 31, 2009 (audited)  1,561,022  $781  $9,284  $(8,504) $1,561 
                     
Net Loss – Nine Months Ended
December 31, 2009 (unaudited)
  -   -   -   (52)  (52)
                     
Cash Distribution - August 2009          (1,249)      (1,249)
                     
Balance, December 31, 2009 (unaudited)    1,561,022  $781  $8,035  $(8,556) $260 
  
 
See notes to financial statements.
 

5
 

 
FCCC, INC
FCCC, INC
 
FCCC, INC
 
   
STATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWS STATEMENTS OF CASH FLOWS 
(Dollars in thousands)(Dollars in thousands) (Dollars in thousands) 
(unaudited)(unaudited) (unaudited) 
 
   
 Six Months Ended September 30,  Nine Months Ended December 31, 
 2009  2008  2009  2008 
            
Cash Flows from Operating Activities:            
Net Loss  (33)  (27) $(52) $(36)
                
Adjustments to reconcile net loss to cash used in operating activities:                
Changes in assets and liabilities:                
Accrued interest receivable  2   (2)  2   (1)
Accounts payable and accrued expenses  (8)  (2)  (6)  (2)
                
Net cash used in operating activities  (39)  (31)    (56)  (39)
                
Cash Flows From Investing Activities:  -   -   -   - 
                
Cash Flows From Financing Activities:                
Cash Distribution – August 2009  (1,249)  -   (1,249)  - 
              - 
Net cash used by financing activities  (1,249)   - 
                
Net decrease in cash and cash equivalents  (1,288)  (31)
Net changes in cash and cash equivalents  (1,305)  (39)
Cash and cash equivalents, beginning of period  1,572   1,622   1,572   1,622 
        
Cash and cash equivalents, end of period $284  $1,591  $267  $1,583 
                
Supplemental cash flow disclosures:                
Cash payments of interest $-  $-  $-  $- 
Cash payments of income taxes $4  $2  $5  $2 
                
   



See notes to financial statements.

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FCCC, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE A - 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 Article 10-01 of 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, 2010 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, 2009.
 
NOTE B - RELATED PARTY TRANSACTIONS

The Company currently has one executive officer, who has a consulting arrangement with the Company.  Specifically, on July 1, 2003, the Company and Mr. Bernard Zimmerman, currently the President, Chief Executive Officer and Principal Financial Officer of the Company, entered into a Consulting Agreement (the “Zimmerman Consulting Agreement”) which provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses.  Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month-to-month basis.basis on the same terms.   Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC will have any full-time or other employees, except as may be the result of completing a transaction.

During the sixnine months ended September 30,December 31, 2009, the Company paid for its current and former outside directors a total of $3,300$3,900 in connection with Board and Audit Committee attendance for 2009 to date.

NOTE C – EXERCISE OF WARRANTS

In April 2008 and May 2008, respectively, all outstanding Warrants (200,000) were exercised through the cashless exercise provisions of the Warrants resulting in 53,500 and 56,140 common shares being issued to Bernard Zimmerman, President and Martin Cohen, a former Director of the Company, respectively, or their affiliates.

NOTE D – NEW PRONOUNCEMENTS AND SHARE BASED AWARDS

Recently Issued Accounting Pronouncements:
 
In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 — Generally Accepted Accounting Principles — amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This ASU reflected the issuance of FASB Statement No. 168. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 168, The FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles. This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective for the Company in the second quarter of 2009, and accordingly, our Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature.
 
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In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-02, Omnibus Update—Amendments to Various Topics for Technical Corrections. This omnibus ASU detailed amendments to various topics for technical corrections. The adoption of ASU 2009-02 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-03, SEC Update — Amendments to Various Topics Containing SEC Staff Accounting Bulletins. This ASU updated cross-references to Codification text. The adoption of ASU 2009-03 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-04, Accounting for Redeemable Equity Instruments — Amendment to Section 480-10-S99. This ASU represents an update to Section 480-10-S99, Distinguishing Liabilities from Equity, per Emerging Issues Task Force Topic D-98, “Classification and Measurement of Redeemable Securities.” The adoption of ASU 2009-04 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value. This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of liabilities. The adoption of ASU 2009-05 is not expected to have a material impact on the Company’s financial condition results of operation or cash flows.
 
In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-06, Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities. This Accounting Standards Update provides additional implementation guidance on accounting for uncertainty in income taxes and eliminates the disclosures required by paragraph 740-10-50-15(a) through (b) for nonpublic entities. The adoption of ASU 2009-06 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-07, Technical Corrections to SEC Paragraphs. This Accounting Standards Update corrected SEC paragraphs in response to comment letters. The adoption of ASU 2009-07 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-08, Earnings Per Share Amendments to Section 260-10-S99. This Codification Update represents technical corrections to Topic 260-10-S99, Earnings per Share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that Includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-09, Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees. This Accounting Standards Update represents a correction to Section 323-10-S99-4 and 505-50-S99-2. Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Section 323-10-S99-4 was originally entered into the Codification incorrectly. The adoption of ASU 2009-09 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-10, Financial Services-Brokers and Dealers: Investments-Other, Amendment to Subtopic 940-325. This Accounting Standards Update codifies the Observer comment in paragraph 17 of EITF 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management. The adoption of ASU 2009-10 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
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In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-11, Extractive Activities-Oil and Gas, Amendment to Section 932-10-S99. This Accounting Standards Update represents a technical correction to the SEC Observer comment in EITF 90-22, Accounting for Gas-Balancing Arrangements. The adoption of ASU 2009-11 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
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In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-12, Fair Value Measurements and Disclosures (Topic 820), Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) . This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, to provide guidance on the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this Update are effective for interim and annual periods ending after December 15, 2009. The Company is currently evaluating the impact of  ASU 2009-12 on the Company’s financial statements.
 
In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605), : Multiple Deliverable Revenue Arrangements-a consensus of the FASB Emerging Issue Task Force. This Accounting Standards Update amends Subtopic 605-25, separating consideration in multiple-deliverable arrangements. This amendment in this Update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact of ASU 2009-13 on the Company’s financial statements.
 
In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-14, Software (Topic 985), : Certain Revenue Arrangements That Include Software Elements- a consensus of the FASB Emerging Issue Task Force.  This Accounting Standards Update amends Subtopic 985-605, Software-Revenue Recognition. This amendment in this Update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact of  ASU 2009-14 on the Company’s financial statements.
 
In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing (Topic 470). This Accounting Standards Update amends Subtopic 470-20, Debt with Conversion and Other Options and Subtopic 260-10, Earnings Per Share. The adoption of ASU 2009-15 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
In December 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-16, Accounting for Transfers and Servicing (Topic 860). This Accounting Standards Update amends Subtopic 860-10, Transfers and Servicing-Overall. The adoption of ASU 2009-16 will not have a material impact on the Company’s financial condition results of operation or cash flows.
In December 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-17, Accounting for Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, (Topic 810). This Accounting Standards Update amends Subtopic 810-10, Consolidation-Overall and adds Participating Rights, Kick-out Rights and Protective Rights. The adoption of ASU 2009-17 will not have a material impact on the Company’s financial condition results of operation or cash flows.
In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-01, Accounting for Distributions to Shareholders with Components of Stock and Cash-a consensus of the FASB Emerging Issues Task Force,(Topic 505). This Accounting Standards Update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earning Per Share). The Company is currently evaluating the impact of ASU 2010-01 on the Company’s financial statements.
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In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-02, Accounting and Reporting for Decreases in Ownership of a Subsidiary-a Scope Clarification, (Topic 810). This Accounting Standards Update establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. The adoption of ASU 2010-02 will not have a material impact on the Company’s financial condition results of operation or cash flows.
In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-03, Oil and Gas Reserve estimation and Disclosures, (Topic 932). This Accounting Standards Update improves the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments.  The adoption of ASU 2010-03 will not have a material impact on the Company’s financial condition results of operation or cash flows.
In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-04, Accounting for Various Topics-Technical Corrections to SEC Paragraphs. The Company is currently evaluating the impact of ASU 2010-04 on the Company’s financial statements.
In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-05, Escrowed Share Arrangements and the Presumption of Compensation, (Topic 718). The adoption of ASU 2010-03 will not have a material impact on the Company’s financial condition results of operation or cash flows.
 
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.
 

Share Based Awards:

The Company complies with FASB Accounting Standards Codification, “Compensation-Stock Compensation,” (ASC 718) which requires expense for all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.  Pro forma disclosure is no longer an alternative.  For the Company, this statement was effective as of April 1, 2006.  The Company adopted the modified prospective method, under which compensation cost is recognized beginning with the effective date.  The modified prospective method recognizes compensation cost based on the requirements of ASC 718 for all share-based payments granted after the effective date and, based on the requirements of ASC 718, for all awards granted to employees prior to the effective date that remain unvested on the effective date.  The Company does not expect to record any significant expenses under ASC 718 for options currently outstanding.  However, the amount of expense recorded under ASC 718 will depend upon the number of options granted in the future and their valuation.


Earnings Per Common Share:

The Company complies with FASB Accounting Standards Codification, “Earnings Per Share,” (ASC 260) which requires dual presentation of basic and diluted earnings per share on the face of the statement of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

9
Basic and diluted loss per common share was calculated using the following number of shares for the three months ended September 30,:December 31:
  2009  2008 
       
Weighted average number of common shares outstanding  1,561,022   1,561,022 


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Subsequent Events:

The interim financial statements were approved by management and were issued on November 2, 2009.February 12, 2010.  Subsequent events have been evaluated through this date.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 OPERATIONS AND FINANCIAL CONDITION

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 require the Company to use and thereby reduce its cash balance.

During the quarter ended September 30,December 31, 2009, the Company had a loss from operations of $(18,000).  The loss is attributable to the operational and administrative expenses incurred during the quarter less interest income earned. During the quarter ended September 30,December 31, 2008, the loss from operations was $(14,000)$(9,000).  The 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 and lesser funds available for investment and due to the cash distribution of $1,249,000 paid in August 2009.   The operating and administrative expenses incurred in the quarter ended September 30,December 31, 2009 was $18,000 compared to $20,000approximately the same as in the quarter ended September 30,December 31, 2008.

During the sixnine months ended September 30,December 31, 2009 the Company incurred a loss from operations of $(29,000)$(47,000) compared to a loss from operations on $(25,000)of $(34,000) in the sixnine months ended September 30,December 31, 2008.  The increase in the loss in the current sixnine months is attributable to

(A)  lesser interest income received of $8,000$9,000 in the sixnine months of the current six monthsyear as compared to  $18,000$27,000 in the same sixnine months of 2008.  The decrease in the interest ratereceived is a result of lesser funds available for investment due to the cash distribution of $1,249,000 made in early August 2009 and lesser rates of interest received on invested funds.
(B)  A decrease in operating and administrative expenses to $31,000$47,000 in the sixnine months ended September 30,December 31, 2009 as against $37,000$52,000 in the sixnine months ended September 30,December 31, 2008.  This decrease is primarily due to expenses (including advertising) incurred in the 2008 and other costs in connection with potential reverse merger opportunities.opportunities which were greater than in 2009.
(C)  Taxes paid in the first sixnine months of 2009 were $4,000$5,000 as compared to $2,000 in taxes paid in the first sixnine months of 2008.  The difference is due to the timing in the payment of taxes and estimated taxes paid.

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Stockholder’s equity as of September 30,December 31, 2009 is $279,000was $260,000 as compared to $ 1,561,000 at March 31, 2009. The decrease is attributable to the net loss incurred by the Company during the sixnine months ended September 30,December 31, 2009 and the distribution of $1,249,000 in August 2009.

The Company had cash on hand at September 30,December 31, 2009 of $284,000$267,000 as compared to $1,572,000 and $1,591,000 at March 31, 2009 and September 30, 2008, respectively.2009.  The decrease in cash on hand is due to losses sustained by the Company in those respective periods offset by the cash received uponnine months ended December 31, 2009 and the exerciseCompany’s use of stock options in the second quarter of 2008.  The Company used approximately $1,250,000$1,249,000 of cash on hand in early August 2009 to pay the special cash distribution on August 7, 2009 (See “Recent Developments” – Page 1).

The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

Please see “Recent Developments” Page 1 concerning the payment of a substantial cash distribution and the resulting decrease in the Company’s cash position, which will cause the Company to have quarterly losses at least and until a transaction is concluded.

The payment of any cash distribution or dividend is subject to the discretion of the Company’s Board of Directors.  At this time the Company has no plans to pay any additional cash distributions or dividends in the foreseeable future.


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 an operating business 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 does not expect to achieve sufficient income to offset its operating expenses, which will create operating losses that may require the Company to use and thereby reduce its cash on hand.

Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company will continue to incur a loss of between $15,000 to $20,000 per quarter.

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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 conclude 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, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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.


  FCCC, INC.
  
  By: graphic
  Name: Bernard Zimmerman
  
Title: President, Chief Executive Officer and
          Principal Financial Officer
   
Dated:   November 4, 2009February 12, 2010


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EXHIBIT INDEX

  
Exhibit No.
 
Description
    
 31.1Certificate of the Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32.1Certificate of the Principal Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    
    

 
 
 
 
 

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