CCA Industries (CAWW) 10-Q 2009 Q1 Quarterly report

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter EndedFebruary 28, 2009

Commission File Number1-31643

CCA INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	04-2795439
(State or other jurisdiction of	(I.R.S.Employer
Incorporation or organization)	Identification Number)
200 Murray Hill Parkway
East Rutherford, NJ	07073
(Address of principal executive offices)	(Zip Code)

(201) 330-1400

Registrant’s telephone number, including area code

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. Yesþ Noo

Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero Accelerated filero Non-accelerated filero(Do not check if a smaller reporting company) Smaller reporting companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso Noþ

Common Stock, $.01 Par Value — 6,086,740 shares as of February 28, 2009

Class A Common Stock, $.01 Par Value — 967,702 shares as of February 28, 2009

CCA INDUSTRIES, INC. AND SUBSIDIARIES

INDEX

	Page
	Number
PART I FINANCIAL INFORMATION:
Item1. Financial Statements:
Consolidated Balance Sheets as of February 28, 2009 and November 30, 2008		3-4
Consolidated Statements of Income for the three months ended February 28, 2009 and February 29, 2008		5
Consolidated Statements of Comprehensive Income for the three months ended February 28, 2009 and February 29, 2008		6
Consolidated Statements of Cash Flows for the three months ended February 28, 2009 and February 29, 2008		7
Notes to Unaudited Consolidated Financial Statements		8-25
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition		26-28
Item 3. Quantitative and Qualitative Disclosures about Market Risk		29
Item 4. Controls and Procedures		29
PART II OTHER INFORMATION		30
Item 1. Legal Proceedings		30
Item 4. Submission of Matters to a Vote of Security Holders		30
Item 5. Other Information		30
Item 6. Exhibits and Reports on Form 8-K		30
SIGNATURES		31
Exhibit 11
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	February 28,		November 30,
	2009		2008
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,443,651	$	8,934,699
Short-term investments and marketable securities		11,244,511		6,648,357
Accounts receivable, net of allowances of $1,005,829 and $823,029, respectively		11,286,798		8,230,716
Inventories		8,442,643		7,932,798
Prepaid expenses and sundry receivables		739,557		578,000
Prepaid income taxes and refunds due		1,397,162		1,554,158
Deferred income taxes		1,035,262		973,732
Total Current Assets		35,589,584		34,852,460
Property and Equipment, net of accumulated depreciation and amortization		564,559		611,226
Intangible Assets, net of accumulated amortization		726,050		727,716
Other Assets
Marketable securities		2,197,994		2,945,740
Deferred taxes		84,714		143,419
Other		65,300		65,300
Total Other Assets		2,348,008		3,154,459
Total Assets	$	39,228,201	$	39,345,861

See Notes to Unaudited Consolidated Financial Statements.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	February 28,			November 30,
	2009			2008
	(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	11,529,155		$	10,182,510
Capitalized lease obligation — current portion		58,969			57,697
Dividends payable		775,989			775,989
Total Current Liabilities		12,364,113			11,016,196
Capitalized lease obligations-long term		60,557			75,786
Total Liabilities		12,424,670			11,091,982
Shareholders’ Equity
Preferred stock, $1.00 par; authorized 20,000,000 shares; none issued		—			—
Common stock, $.01 par; authorized 15,000,000 shares; 6,086,740 shares issued and outstanding		60,867			60,867
Class A common stock, $.01 par; authorized 5,000,000 shares; 967,702 shares issued and outstanding		9,677			9,677
Additional paid-in capital		2,329,049			2,329,049
Retained earnings		26,268,939			26,920,562
Unrealized (losses) on marketable securities		(1,865,001	)		(1,066,275	)
Total Shareholders’ Equity		26,803,531			28,253,879
Total Liabilities and Shareholders’ Equity	$	39,228,201		$	39,345,861

See Notes to Unaudited Consolidated Financial Statements.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	February 28		February 29
	2009		2008
Revenues
Sales of health and beauty aid products — Net	$	14,758,850	$	13,639,145
Other income		185,616		231,895
Total Revenues		14,944,466		13,871,040
Costs and Expenses
Costs of sales		5,616,212		4,893,262
Selling, general and administrative expenses		5,315,097		5,682,551
Advertising, cooperative and promotions		3,559,279		2,531,150
Research and development		126,352		150,084
Provision for doubtful Accounts		47,506		82,180
Interest expense		3,285		4,346
Total Costs and Expenses		14,667,731		13,343,573
Income before Provision for Income Taxes		276,735		527,467
Provision for Income Taxes		152,369		183,784
Net Income	$	124,366	$	343,683
Earnings per Share:
Basic	$	0.02	$	0.05
Diluted	$	0.02	$	0.05
Number of Common Shares:
Weighted average shares outstanding — Basic		7,054,442		7,054,442
Weighted average and potential dilutive outstanding		7,057,168		7,073,556

See Notes to Unaudited Consolidated Financial Statements.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended
	February 28			February 29
	2009			2008
Net Income	$	124,366		$	343,683
Other Comprehensive Income
Unrealized holding gains (losses) on investments		(798,726	)		20,698
Comprehensive Income	$	(674,360	)	$	364,381

See Notes to Unaudited Consolidated Financial Statements.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	February 28			February 29,
	2009			2008
Cash Flows from Operating Activities:
Net income	$	124,366		$	343,683
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		63,931			58,412
Loss on write off of fixed assets		2,653			0
(Gain) on sale of securities		(49,969	)		(50,823	)
(Increase) in deferred income taxes		(2,825	)		(112,355	)
(Increase) in accounts receivable		(3,056,082	)		(1,700,414	)
(Increase) in inventory		(509,845	)		(846,819	)
(Increase) in prepaid expenses and miscellaneous receivables		(161,557	)		(79,095	)
Decrease in prepaid income taxes and refunds due		156,996			108,740
Increase in accounts payable and accrued liabilities		1,346,644			2,332,042
Net Cash (Used in) Provided by Operating Activities		(2,085,688	)		53,371
Cash Flows from Investing Activities:
Acquisition of property, plant and equipment		(18,252	)		(32,498	)
Purchase of marketable securities		(11,582,163	)		—
Proceeds from sale and maturity of investments		6,985,000			5,674,999
Net Cash (Used in) Provided by Investing Activities		(4,615,415	)		5,642,501
Cash Flows from Financing Activities:
Payments on capital lease obligation		(13,956	)		(11,924	)
Dividends paid		(775,989	)		(634,900	)
Net Cash (Used in) Financing Activities		(789,945	)		(646,824	)
Net (Decrease) Increase in Cash		(7,491,048	)		5,049,048
Cash and Cash Equivalents at Beginning of Period		8,934,699			6,743,960
Cash and Cash Equivalents at End of Period	$	1,443,651		$	11,793,008
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	3,285		$	4,346
Income taxes		817			187,400
Schedule of Non Cash Financing Activities:
Dividends declared and accrued		775,989			705,444

See Notes to Unaudited Consolidated Financial Statements.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 —BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended February 28, 2009 are not necessarily indicative of the results that may be expected for the year ended November 30, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended November 30, 2008. The accompanying unaudited consolidated financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature.

NOTE 2 —ORGANIZATION AND DESCRIPTION OF BUSINESS

CCA Industries, Inc. (“CCA”) was incorporated in the State of Delaware on March 25, 1983.

CCA manufactures and distributes health and beauty aid products.

CCA has several wholly-owned subsidiaries, CCA Cosmetics, Inc., CCA Labs, Inc., Berdell, Inc. and Nutra Care Corporation, all of which are currently inactive. CCA has two active wholly-owned subsidiaries, CCA Online Industries, Inc. and CCA IND., S.A. DE C.V., a Variable Capital Corporation organized pursuant to the laws of Mexico.

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The consolidated financial statements include the accounts of CCA and its wholly-owned subsidiaries (collectively the “Company”). All significant inter-company accounts and transactions have been eliminated.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Estimates and Assumptions:

The consolidated financial statements include the use of estimates, which management believes are reasonable. The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Other Comprehensive Income:

Total comprehensive income includes changes in equity that are excluded from the consolidated statement of operations and are recorded directly into a separate section of consolidated statements of comprehensive income. The Company’s accumulated other comprehensive income shown on the consolidated balance sheet consist of unrealized gains and losses on investment holdings net of any tax consequence.

Short-Term Investments and Marketable Securities:

Short-term investments and marketable securities consist of corporate and government bonds and equity securities. The Company has classified its investments as Available-for-Sale securities. Accordingly, such investments are reported at fair market value, with the resultant unrealized gains and losses reported as a separate component of shareholders’ equity, and on the Statement of Comprehensive Income.

Statements of Cash Flows Disclosure:

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of less than three months to be cash equivalents.

For the three months ended February 28, 2009, dividends declared were $ 775,989 and dividends paid were in the amount of $775,989.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts Receivable:

Accounts receivable consist of trade receivables recorded at original invoice amount, less an estimated allowance for uncollectible amounts. The accounts receivable balance is further reduced by allowances for coop advertising and reserves for returns which are anticipated to be taken as credits against the balances as of February 28, 2009. The allowances and reserves which are anticipated to be deducted from future invoices are included in accrued liabilities. Trade credit is generally extended on a short term basis; thus trade receivables do not bear interest, although a finance charge may be applied to receivables that are past due. Trade receivables are periodically evaluated for collectibility based on past credit history with customers and their current financial condition. Changes in the estimated collectibility of trade receivables are recorded in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for trade receivables.

Inventories:

Inventories are stated at the lower of cost (first-in, first-out) or market. Costs included in inventory are labor (including the cost of outside contract manufacturers), materials and allocated manufacturing overhead. Product returns that are resaleable are recorded in inventory when they are received at the lower of their original cost or market, as appropriate. Obsolete inventory is written off and its value is removed from inventory at the time its obsolescence is determined.

Property and Equipment and Depreciation and Amortization

Property and equipment are stated at cost. The Company charges to expense repairs and maintenance items, while major improvements and betterments are capitalized. When the Company sells or otherwise disposes of property and equipment items, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is included in earnings. Assets that are subject to depreciation and amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.

Depreciation and amortization are provided on the straight-line method over the following estimated useful lives or lease terms of the assets:

Machinery and equipment	5-7 Years
Furniture and fixtures	3-10 Years
Tools, dies and masters	3 Years
Transportation equipment	5 Years
Leasehold improvements	Remaining life of the lease (approximately four years)

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets:

Intangible assets are stated at cost. Patents are amortized on the straight-line method over a period of 17 years. Such intangible assets are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.

Web Site Costs:

Certain costs incurred in creating the graphics and content of the Company’s web site has been capitalized in accordance with the Financial Accounting Standards Emerging Issue Task Force (“EITF”) No. 0-02, “Accounting for Web Site Development Costs”. The Company has determined that these costs will be amortized over a two year period. Web site design and conceptual costs are expensed as incurred.

Financial Instruments:

The carrying value of assets and liabilities considered financial instruments approximate their respective fair value.

Income Taxes:

Income tax expense includes federal and state taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.

Tax Credits:

Tax credits, when present, are accounted for using the flow-through method as a reduction of income taxes in the years utilized.

Earnings Per Common Share:

Basic earning per share is calculated using the average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding common stock equivalents using the “treasury stock method” and convertible debentures using the “if-converted” method. Common stock equivalents consist of stock options.

Reclassifications

Certain prior years amounts have been reclassified to conform with the current years presentation.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition:

The Company recognizes sales upon shipment of merchandise. Net sales comprise gross revenues less expected returns, trade discounts, customer allowances and various sales incentives. Although no legal right of return exists between the customer and the Company, it is an industry-wide practice to accept returns from customers. The Company, therefore, records a reserve for returns equal to its gross profit on its historical percentage of returns on its last five months sales. Those returns which are anticipated to be taken as credits against the balances as of February 28, 2009 are offset against the accounts receivable. The reserves which are anticipated to be deducted from future invoices are included in accrued liabilities.

Sales Incentives:

In accordance with EITF 01 — 9, the Company has accounted for certain sales incentives offered to customers by charging them directly to sales as opposed to “advertising and promotional” expense. Had EITF 01 — 9 not been adopted, net sales for the three months ended February 28, 2009 and February 29, 2008 would have been $16,153,948 and $14,940,085, respectively.

Advertising Costs:

The Company’s policy for fiscal financial reporting is to charge advertising cost to operations as incurred.

Shipping and Handling Costs:

The Company’s policy for financial reporting is to charge shipping costs as part of selling, general and administrative expense as incurred. Shipping costs included were $674,772 and $663,939 for the three months ended February 28, 2009 and February 29, 2008, respectively.

Stock Options:

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Accounting for Share-Based Compensation” which is a revision of SFAS No. 123. Effective for annual or interim periods beginning after December 15, 2005, SFAS No. 123R requires stock grants to employees to be recognized in the income statement based on their fair values. The adoption of SFAS No. 123R did not have any impact on the Company’s financial position, results of operations or cash flow.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements:

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (“SFAS No. 159”). SFAS No. 159 which amends SFAS No. 115 allows certain financial assets and liabilities to be recognized, at the Company’s election, at fair market value, with any gains or losses for the period recorded in the statement of income. SFAS No. 159 included available-for-sale securities in the assets eligible for this treatment. Currently, the Company records the gains or losses for the period in the statement of comprehensive income and in the equity section of the balance sheet. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods in those fiscal years. The Company, at this time, has not elected to recognize any gains or losses for its available-for-sale securities in the statement of income, and accordingly there will be no impact on the Company’s financial position or results of operations.

In November 2007, the SEC issued Staff Accounting Bulletin No. 109 (“SAB 109”) which provides interpretive guidance regarding written derivative loan commitments that are accounted for at fair value through earnings. SAB 109 is effective for fiscal quarters beginning after December 15, 2007. The adoption of this statement has not had a material impact on the Company’s financial position or results of operation.

In December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of that method for option grants prior to December 31, 2007. SAB 110 allows public companies which do not have sufficient historical experience to provide a reasonable estimate to continue the use of this method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. The adoption of this statement has not had a material impact on the Company’s financial position or results of operation.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R changes accounting for acquisitions that close beginning in 2009 in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, In-process research & development and restructuring costs. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard. SFAS 141R promotes greater use of fair values in financial reporting. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. Some of the changes will introduce more volatility into earnings. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. SFAS 141R will have an impact on accounting for any business acquired after the effective date of this pronouncement.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (“NCI”) and classified as a component of equity. This new consolidation method will significantly change the accounting for transactions with minority interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008. SFAS 160 would have an impact on the presentation and disclosure of the noncontrolling interests of any non-wholly owned business acquired in the future.

In April 2008, the FASB issued FASB Staff Position No. 142-3 (“FSP 142-3”), which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The FSP requires an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141. The FSP is effective for fiscal years beginning after December 15, 2008, and the guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date. The FSP is not expected to have a significant impact on the Company’s results of operations, financial condition or liquidity.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With GAAP” (“SAS 69”), SFAS 162 is directed to the entity rather than the auditor. The statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with GAAP,” and is not expected to have any impact on the Company’s results of operations, financial condition or liquidity.

In June 2008, FASB issued FSP Emerging Issues Task Force No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“EITF 03-6-1”). Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two — class method of computing EPS. The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s results of operations, financial condition or liquidity.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In October 2008, the FASB issued FASB Staff Position No. FAS 157-3 (“FSP FAS 157-3”) which clarifies the application of FASB Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”) in regard to fair value measurements of financial assets in a market that is not active. FSP FAS 142-3 became effective October 10, 2008 for all subsequent reporting periods. The adoption of this staff position has had no material impact on the Company’s financial position or results of operation.

In April 2009, the FASB issued FASB Staff Position No. 107-1 (“FSP FAS 107-1”) and APB 28-1 (“APB 28-1”), which amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments and APB Opinion NO. 28, Interim Financial Reporting, to require disclosures about the fair value of financial instruments for interim reporting periods. FSP FAS 107-1 and APB 28-1 will be effective for interim reporting periods ending after June 15, 2009. The adoption of this staff position will not have a material impact on the Company’s financial position or results of operation.

In April 2009, the FASB issued FASB Staff Position No. 157-4 (“FSP FAS 157-4”), which provides additional guidance in accordance with FASB No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability has significantly decreased. FSP FAS 157-4 shall be effective for interim and annual reporting periods ending after June 15, 2009. The Company has not determined the impact of its adoption of this staff position.

In April 2009, the FASB issued FASB Staff Position No. 115-2 (“FSP FAS 115-2”) and FASB Staff Position No. 124-2 (“FSP FAS 124-2”), which amends the other-than-temporary impairment guidance for debt and equity securities. FSP FAS 115-2 and FSP FAS 124-2 shall be effective for interim and annual reporting periods ending after June 15, 2009. The Company has not determined the impact of its adoption of this staff position.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 —INVENTORIES

The components of inventory consist of the following:

	February 28,		November 30,
	2009		2008
Raw materials	$	5,109,205	$	4,880,267
Finished goods		3,333,438		3,052,531
	$	8,442,643	$	7,932,798

At February 28, 2009 and November 30, 2008, the Company had a reserve for obsolescence of $ 632,086 and $578,941, respectively.

NOTE 5 —PROPERTY AND EQUIPMENT

The components of property and equipment consisted of the following:

	February 28,		November 30,
	2009		2008
Machinery and equipment	$	187,976	$	190,308
Furniture and equipment		754,310		813,819
Transportation equipment		—		10,918
Tools, dies, and masters		296,123		360,701
Capitalized lease obligations		263,067		263,067
Web Site		20,000		20,000
Leasehold improvements		367,582		357,582
		1,889,058		2,016,395
Less: Accumulated depreciation and amortization		1,324,499		1,405,169
Property and Equipment — Net	$	564,559	$	611,226

Depreciation expense for the three months ended February 28, 2009 and February 29, 2008 amounted to $62,266 and $56,746, respectively.

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CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 —INTANGIBLE ASSETS

Intangible assets consist of owned trademarks and patents for ten product lines

	February 28,		November 30,
	2009		2008
Patents and trademarks	$	886,608	$	886,608
Less: Accumulated amortization		160,558		158,892
Intangible Assets — Net	$	726,050	$	727,716

Patents are amortized on a straight-line basis over their legal life of 17 years and trademarks are adjusted to realizable value for each quarterly reporting period.

Amortization expense for the three months ended February 28, 2009 and February 29, 2008 amounted to $1,665 and $1,665, respectively. Estimated amortization expense for November 30, 2009, 2010, 2011, 2012 and 2013 will be $6,553, $6,553, $6,288, $6,026 and $5,911 respectively.

NOTE 7 —SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES

Short-term investments and marketable securities, which consist of fully guaranteed bank certificates of deposit, stock and various corporate and government obligations, are stated at market value. The Company has classified its investments as Available-for-Sale securities and considers as current assets those investments which will mature or are likely to be sold in the next fiscal year. The remaining investments are considered non-current assets. The cost and market values of the investments at February 28, 2009 and November 30, 2008 were as follows:

��
	February 28, 2009				November 30, 2008
	COST		MARKET		COST		MARKET
Current
Guaranteed bank certificates of deposit	$	4,658,000	$	4,672,429	$	—	$	—
Corporate obligations		399,106		397,986		200,000		197,714
Government obligations (including mortgage backed securities)		5,989,163		5,987,530		6,200,029		6,248,363
Preferred stock		50,000		7,120		50,000		21,640
Common stock		51,649		32,124		51,648		44,628
Mutual funds		215,274		129,617		215,274		114,582
Other equity investments		70,206		17,705		70,206		21,430
Total Current		11,433,398		11,244,511		6,787,157		6,648,357

17

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (Continued)

	COST		MARKET		COST		MARKET
Non-Current:
Guaranteed bank
Certificates of deposit		200,000		200,000		—		—
Corporate obligations		399,264		381,998		598,370		577,334
Government obligations		500,000		460,000		500,000		460,000
Preferred stock		2,774,844		1,155,996		2,774,845		1,908,406
Total Non-Current		3,874,108		2,197,994		3,873,215		2,945,740
Total	$	15,307,506	$	13,442,505	$	10,660,372	$	9,594,097

Bank certificates of deposit are insured by the Federal Deposit Insurance Corporation for the full balance under the Temporary Liquidity Guarantee Program. The Company maintains accounts with several brokerage firms. The accounts contain cash and securities. Balances are insured up to $500,000 (with a limit of $100,000 for cash) by the Securities Investor Protection Corporation (SIPC).

The Company had, at February 28, 2009, an auction rate bond issued by the New Jersey State Higher Education Assistance Authority (“NJHE”). The bond was recorded as non-current marketable securities. The NJHE bond has an original par value of $500,000, a maturity date of December 1, 2040, a rating of AA by S&P, and has been placed on negative watch. Fitch has withdrawn their rating. The current interest rate is 3.238% as of September 18, 2008. Beginning in February 2008, more shares for sale were submitted in the regularly scheduled auctions for the NJHE auction rate bonds than there were offers to buy. This meant that these auctions “failed to clear” and that many or all auction bond holders who wanted to sell their shares in these auctions were unable to do so. The Company believes that no permanent impairment has occurred as of February 28, 2009, as the Company has the ability and intent to hold these investments long enough to avoid realizing any significant loss. The Company has recognized a temporary impairment charge of $40,000 against the $500,000 par value of the bond. If uncertainties in the credit and capital markets continue, resulting in further market deterioration, the Company may be required to recognize further impairment charges. In addition, if there are any further ratings downgrades, or if the Company no longer has the ability to hold these investments, the Company may have further impairment charges.

18

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (Continued)

The Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157) as of December 1, 2007, which expands disclosures about investments that are measured and reported at fair market value. SFAS No. 157 established a fair value hierarchy that prioritizes the inputs to valuations techniques utilized to measure fair value into three broad levels as follows:

Level 1 — Quoted market prices in active markets for the identical asset or liability that the reporting entity has ability to access at measurement date.

Level 2 — Quoted market prices for identical or similar assets or liabilities in markets that are not active, and where fair value is determined through the use of models or other valuation methodologies.

Level 3 — Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment.

All of the Company’s investments as of February 28, 2009 would be categorized as Level 1 in respect to the methodology utilized to determine fair market value, with the exception of the NJHE bond, referenced above, which is categorized as Level 3.

The following table discloses a reconciliation of the NJHE bond Level 3 investment at measured fair value during the quarter ended February 28, 2009:

Beginning Balance as of December 1, 2008	$	460,000
Unrealized (loss)		—
Ending Balance as of February 28, 2009	$	460,000

There was no realized income or loss from the Level 3 NJHE bond investment during the quarter and year to date ended February 28, 2009.

19

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 —ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The following items which exceeded 5% of total current liabilities are included in accounts payable and accrued liabilities as of:

	February 28,		November 30,
	2009		2008
	(In Thousands)		(In Thousands)
a) Media Advertising	$	3,309	$	1,326
b) Coop Advertising		1,200		849
c) Accrued Returns		1,510		1,443
	$	6,019	$	3,618

All other liabilities were for trade payables or individually did not exceed 5% of total current liabilities.

NOTE 9 —OTHER INCOME

Other income consists of the following:

	Three Months Ending
	February 28,		February 29,
	2009		2008
Interest and dividend income	$	110,400	$	204,203
Royalty income		21,589		27,043
Realized gain (loss) on sale of bonds		49,985		—
Miscellaneous		3,642		649
	$	185,616	$	231,895

NOTE 10 —NOTES PAYABLE

The Company has an available line of credit of $20,000,000. Interest is calculated at the Company’s option, either on the outstanding balance at the prime rate plus 0.5% or Libor plus 175 basis points. The line of credit is unsecured as of February 28, 2009 and the Company must adhere to certain financial covenants pertaining to net worth and debt coverage. The Company was not utilizing their available credit line at February 28, 2009 and November 30, 2008. The Company has extended the line of credit through August 31, 2009. As of February 28, 2009, the Company was in technical violation of its line of credit loan agreement due to the declaration of the dividend for the first quarter ended February 28, 2009. The Company is presently in discussions for the granting of a waiver by its bank.

20

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 —NOTES PAYABLE (Continued)

The Company has never utilized or borrowed any funds against the line of credit since it was granted. The Company, as of February 28, 2009 had $14,886,156 of free cash and investments, including $4,872,429 of bank certificates of deposit.

NOTE 11 —COMMITMENTS AND CONTINGENCIES

Dividends and Capital Transactions

On January 28, 2009, the board of directors declared a $0.11 per share dividend for the first quarter ended February 28, 2009. The dividend was payable to all shareholders of record as of February 3, 2009 and was paid on March 3, 2009.

Collective Bargaining Agreement

On July 8, 2008, the Company signed a new collective bargaining agreement with Local 108, L.I.U. of N.A., AFL-CIO with similar provisions of the one that expired on January 1, 2008. The new agreement is effective January 1, 2008. Other than standard wage, holiday, vacation and sick day provisions, the agreement calls for CCA to contribute to the Recycling and General Industrial Union Local 108 Welfare Fund (“Welfare Fund”) certain benefits costs. The Welfare Fund will be providing medical, dental and life insurance for the Company’s employees covered under the collective bargaining agreement. Previously, the Company provided the covered employees medical, dental and life insurance benefits directly. The new collective bargaining agreement is in effect through December 31, 2010. This agreement pertains to 32% of the CCA labor force.

NOTE 12 —401(K) PLAN

The Company has adopted a 401(K) Profit Sharing Plan that all employees with over one year of service and attained age 21 are eligible to join. Employees may make salary reduction contributions up to twenty-five percent of compensation not to exceed the federal government limits. The Plan allows for the Company to make discretionary contributions. For all fiscal periods to date, the Company did not make any contributions.

21

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 —INCOME TAXES

CCA and its subsidiaries file a consolidated federal income tax return.

At February 28, 2009 and November 30, 2008, respectively, the Company had temporary differences arising from the following:

	February 28, 2009
							Classified As
				Deferred			Short-Term		Long-Term
Type	Amount			Tax			Asset		(Liability)
Depreciation	$	(72,886	)	$	(29,082	)	$	—	$	(29,082	)
Reserve for bad debts		201,594			80,436			80,436		—
Reserve for returns		804,235			320,890			320,890		—
Reserve for obsolete inventory		632,086			252,202			252,202		—
Vacation accrual		471,975			188,318			188,318		—
Charitable Contributions		524,249			209,175			95,379		113,796
Section 263A costs		245,706			98,037			98,037		—
Net deferred income tax				$	1,119,976		$	1,035,262	$	84,714

	November 30, 2008
					Classified As
			Deferred		Short-Term		Long-Term
Type	Amount		Tax		Asset		(Liability)
Depreciation	$	74,244	$	29,623	$	—	$	29,623
Reserve for bad debts		154,290		61,562		61,562		—
Reserve for returns		668,738		266,827		266,827		—
Reserve for obsolete inventory		578,941		230,997		230,997		—
Vacation accrual		501,096		199,937		199,937		—
Charitable contributions		572,568		228,455		114,659		113,796
Section 263A costs		250,000		99,750		99,750		—
Net deferred income tax			$	1,117,151	$	973,732	$	143,419

22

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 —INCOME TAXES (Continued)

Income tax expense is made up of the following components:

	Three Months Ended February 28, 2009
	Federal			State & Local			Total
Current tax expense	$	152,190		$	46,330		$	198,520
Deferred tax (benefit)		(35,380	)		(10,771	)		(46,151	)
	$	116,810		$	35,559		$	152,369

	Three Months Ended February 29, 2008
	Federal			State & Local			Total
Current tax expense	$	219,190		$	65,820		$	285,010
Deferred tax (benefit)		(77,849	)		(23,377	)		(101,226	)
	$	141,341		$	42,443		$	183,784

23

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 —INCOME TAXES (Continued)

Prepaid income taxes and refund due are made up of the following components:

			State &
	Federal		Local		Total
February 28, 2009	$	897,254	$	499,908	$	1,397,162
November 30, 2008	$	1,020,948	$	533,210	$	1,554,158

A reconciliation of income tax expense computed at the statutory rate to income tax expense at the effective rate for the three months ended February 28, 2009 and February 29, 2008 is as follows:

	Three Months Ended					Three Months Ended
	February 28, 2009					February 29, 2008
			Percent						Percent
			of Pretax						of Pretax
	Amount		Income			Amount			Income
Income tax expense at federal statutory rate	$	94,090		34.00	%	$	179,339			34.00	%
Increases in taxes resulting from:
State income taxes, net of federal income tax benefit		16,438		5.94			31,332			5.94
Non-deductible expenses and other adjustments		41,841		15.11			(26,887	)		(5.10	)
Income tax expense at effective rate	$	152,369		55.05	%	$	183,784			34.84	%

24

CCA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 —ANTI-DILUTIVE STOCK OPTIONS

For the three month period ended February 28, 2009, the following stock options were considered anti-dilutive and accordingly not calculated into the weighted average and potential dilutive shares outstanding or the diluted earnings per share:

	Three months ended
	February 28, 2009
Stock options granted March 9, 2004 at $9.00 per share		50,000
Stock options granted March 9, 2004 at $8.25 per share		50,000
Stock options granted August 24, 2004 at $7.50 per share		16,000
Total anti-dilutive shares		116,000

NOTE 15 —SUBSEQUENT EVENTS

On April 8, 2009, the Company announced that the Board of Directors had declared a $0.07 per share dividend for the second quarter of 2009, payable to all shareholders of record as of May 1, 2009, and payable on June 1, 2009.

25

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (UNAUDITED)

Except for historical information contained herein, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. These statements involve known and unknown risks and uncertainties that may cause actual results or outcomes to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements, and statements which explicitly describe such issues. Investors are urged to consider any statement labeled with the terms “believes,” “expects,” “intends’” or “anticipates” to be uncertain and forward-looking.

For the three-month period ended February 28, 2009, the Company had revenues of $14,944,466 and net income of $124,366 after provision for taxes of $152,369. For the same three month period in 2007, revenues were $13,871,040 and net income was $ 343,683 after a provision for taxes of $ 183,784. Fully diluted earnings per share were $0.02 for the first quarter of 2009 as compared to fully diluted earnings per share of $0.05 for the first quarter of 2008. In accordance with EITF 01-9, the Company has accounted for certain sales incentives offered to customers by charging them directly to sales as opposed to advertising and promotional expenses. Net sales for the first quarter of 2009 were reduced by $ 1,395,098 and offset by an equal reduction of trade promotional expenses, which were included in the Company’s advertising expense budget. In the same period of the prior year, gross sales were reduced by $1,300,939 and trade promotion was credited by that amount. These accounting adjustments under EIFT 01-9 do not affect net income.

The Company’s net sales increased $1,119,704 from $13,639,146 for the three-month period ended February 29, 2008 to $14,758,850 for the three-month period ended February 28, 2009. Sales incentives for the first quarter of 2009 increased $86,532 from the first quarter of 2008. Net sales were higher primarily due to the successful introduction of new products that increased sales of the Mega-T diet and Sudden Change skin care brands, despite a decrease in sales of Plus White oral care products. The Company previously disclosed in Form 8-K, filed with the United States Securities and Exchange Commission on January 21, 2009, that Wal-Mart had advised the Company, due to the slow down in the economy it will only carry the leading brands in their oral care sections, and as a result will no longer be purchasing the company’s Plus+White^® oral care products brand. Wal-Mart began decreasing its orders of Plus White products during the first quarter of 2009. Sales returns and allowances were 16.4% of gross sales for the three-month period ended February 28, 2009 versus 15.6% for the same period last year. This was a result of higher sales returns, with $1,301,476 or 7.4% of gross sales for the first quarter of 2009, versus $866,495 or 5.4% for the first quarter of 2008. Returns were higher due in part to discontinued products. As part of the Company’s brand strategies, products are constantly reviewed, with new products introduced and non-performing ones discontinued. Gross profit margins decreased to 61.9% from 64.1% for the three months ended February 28, 2009 and February 29, 2008 respectively. The gross margin was affected by the higher level of returns in the first quarter of 2009 versus the same period in 2008. In addition the cost of goods was higher in the first quarter of 2009 versus the same period in 2008, primarily due to higher fuel prices which affected the cost of components.

The Company’s net sales by category for the first quarter of 2009 were: Dietary Supplement $6,264,792, 42.5%; Skin Care $3,721,422, 25.2%; Oral Care $2,829,206, 19.2%; Nail Care $1,687,518, 11.4%; Analgesic $167,053, 1.1%; Fragrance, $96,468, .6% and Hair Care and Miscellaneous ($7,609), 0.0%; for a total of $14,758,850.

26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (UNAUDITED) (CONTINUED)

The Company makes every effort to control the cost of manufacturing and has had no substantial cost increases. Income before taxes is $276,735 for the first quarter of 2009 as compared to $527,467 for the same quarter in 2008. Returns and accounts receivable reserves accounted for $1,354,962 that was expensed against earnings for the first quarter of 2009 as opposed to $1,069,415 that was expensed for the same period in 2008. The increase in the expense resulting from the increase in accounts receivable reserve is mainly due to the timing of the Company’s sales.

Advertising media expenditures were $3,559,279 in the first quarter of 2009 versus $2,531,150 in the same period in 2008, or an increase of $1,028,129. The higher advertising in 2009 versus 2008 was due primarily to increased media and retailer co-operative advertising. This increase was a continuation of an advertising program begun in the fourth quarter of 2008 to introduce some of the Company’s new products into the marketplace. A major portion of the Company’s co-operative advertising is reclassified as a reduction of net sales. Included in advertising media expense is the cost of newspaper inserts.

The selling, general and administrative expense for the first quarter of 2009 was $5,315,097 versus $5,682,551 in the first quarter 2008, or a decrease of $367,454. This was due in part to a reduction of $249,446 in donations of inventory by the Company to charitable organizations, as well as management’s efforts to reduce general overhead costs. The full effect of management’s overhead reductions will be seen in the second quarter of 2009.

The effective tax rate for the first quarter of 2009 was 55.05% versus 34.8% for the first quarter of 2008. The increase in the tax rate was primarily due to an increase in the amount of non-deductible expenses and adjustments during the quarter ended February 28, 2009 versus the quarter ended February 29, 2008. Non-deductible expenses and adjustments include the timing difference of depreciation expense on the Company’s books versus the income tax return which also resulted in a decrease in the long term deferred tax asset.

The Company’s financial position as of February 28, 2009 consisted of current assets of $35,589,584 and current liabilities of $12,364,113, or a current ratio of 2.9 to 1. Shareholders’ equity decreased from $28,253,879 as of November 30, 2008 to $26,803,531 as of February 28, 2009. The decrease was due to dividends declared of $775,989 during the first quarter of 2009, while net income increased $124,366 and unrealized losses increased $798,726. The increase in unrealized losses was mainly due to the change in the market price of the preferred stock investments.

The Company’s cash and cash equivalents were $1,443,651 as of February 28, 2009, a decrease of $7,491,048 from November 30, 2008. Included in this decrease was the purchase of bank certificates of deposit in the amount of $4,658,000, which are fully guaranteed by the Federal Deposit Insurance Corporation (“FDIC”), and which have been classified as short term investments due to market fluctuations which can affect the value if redeemed early. All of these certificates of deposit will mature during the 2009 fiscal year, and the Company fully intends to hold them until maturity. The certificates are from a number of banks; with no one certificate exceeding the $250,000 FDIC limit per institution.

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (UNAUDITED) (CONTINUED)

The overall cash decrease was also due to capital expenditures, the payment of dividends and increased working capital needs. As of February 28, 2009, the Company had $11,244,511 of short term marketable securities and $2,197,994 of non-current securities. The Company’s cash and cash equivalents together with both short and long term marketable securities, net of current liabilities were $2,522,043 as of February 28, 2009.

The Company’s cash flow from operations utilized net cash of $2,085,688 for the three months ended February 28, 2009. Working capital requirements had increased due to increases in accounts receivable and inventory during the first quarter of 2009, partially offset by an increase in accounts payable and accrued liabilities.

The Company’s long term investments as of February 28, 2009 were $2,197,994. Please refer to footnote No. 7 of the financial statements for further information regarding the Company’s investments.

Accounts receivable, net of reserves, were $11,286,798 as compared to $8,230,716 as of February 28, 2009 and November 30, 2008, respectively. Accounts receivable were higher due to the timing of the Company’s sales in the first quarter of 2009 versus the fourth quarter of 2008. Inventories, net of reserves, were $8,442,643 as of February 28, 2009 as compared to $7,932,798 as of November 30, 2008. Inventory was higher to satisfy sales and customer requirements for the second quarter of 2009. Accounts payable and accrued expenses increased to $11,529,155 as of February 28, 2009 from $10,182,511 as of November 30, 2008. The Company was not utilizing any of the funds available under its $20,000,000 unsecured credit line as of February 28, 2009. Please see Footnote No. 10 for further information.

28

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company’s financial statements record the Company’s investments under the “mark to market” method (i.e., at date-of-statement market value). The investments are, categorically listed, in “Fully Guaranteed Bank Certificates of Deposit”, “Common Stock”, “Mutual Funds”, “Other Equity”, “Preferred Stock”, “Government Obligations” and “Corporate Obligations.” $49,829 of the Company’s $13,442,505 portfolio of investments (approximate, as at February 28, 2009) is invested in the “Common Stock” and “Other Equity” categories, and approximately $1,163,116 in that category are Preferred Stock holdings. The Company invests in various investment securities. Investment securities are exposed to various risks such as interest rates, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will incur in the near term. The Company does not take positions or engage in transactions in risk-sensitive market instruments in any substantial degree, nor as defined by SEC rules and instructions, however, due to current securities market conditions, the Company cannot ascertain the risk of any future change in the market value of its’ investments.

ITEM 4. CONTROLS AND PROCEDURES

With the participation of our Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of February 28, 2009.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) subsequent to the date the controls were evaluated that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

29

CCA INDUSTRIES, INC.

PART II OTHER INFORMATION

Item 1. Legal Proceedings:

None.

Item 4. Submission of Matters to a Vote of Security Holders:

Our annual meeting of shareholders was held on June 25, 2008 in New York, New York. At the meeting the following persons were elected directors: Dunnan Edell (4,933,405 votes for and 573,117 votes withheld), Seth Hamot (5,232,469 votes for and 274,053 votes withheld) and Robert Lage (5,229,071 votes for and 277,051 votes withheld).

The shareholders approved the appointment of KGS LLP as the Company’s independent certified public accountants for the fiscal year ending November 30, 2008 (5,165,495 votes for, 301,990 votes against and 39,035 votes abstained).

Item 5. Other Information:

Owners of Common Stock and owners of Class A Common Stock are entitled to one vote for each share of stock held, and the voting and other rights of each class are equivalent except in respect to the election of directors.

In respect to the election of directors, the Class A Common Stock shareholders have the right to elect four directors and the Common Stock shareholders have the right to elect three. (In consequence, no proposal to alter or change the right of Class A Common Stock shareholders to elect a majority of directors could be effectively voted unless a separate majority of Class A Common Stock shares were voted herefore.)

Item 6. Exhibits and Reports on Form 8-K:

(a) Exhibits

The following reports were filed with the Securities and Exchange Commission during the three months ended February 28, 2009:

None.

(b) Reports on Form 8-K.

Form 8-K, filed on January 21, 2009, Regulation FD Disclosure that Wal-Mart had advised the Company, that starting in March, due to the slowdown in the economy it will only carry the leading brands in their oral care sections. Therefore starting sometime in March, Wal-Mart will no longer be purchasing the company’s Plus+White^® oral care products brand. In 2008 the company’s net sales of Plus+White^® to Wal-Mart totaled $6 million.

30

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, thereunto duly authorized.

Date: April 14, 2009

CCA INDUSTRIES, INC.
By:	/s/ DAVID EDELL
	David Edell, Chief Executive Officer
By:	/s/ STEPHEN A. HEIT
	Stephen A. Heit, Chief Financial Officer

31

ITEM 6. - EXHIBIT INDEX

Exhibit
Number		Description
	11	CCA Industries, Inc. And Subsidiaries Computation Of Unaudited Earnings Per Share
	31.1	Certification of Chief Executive Officer
	31.2	Certification of Chief Financial Officer
	32.1	Certification of Chief Executive Officer
	32.2	Certification of Chief Financial Officer

32