Company Quick10K Filing
FCCC
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FCCC 10K Annual Report

Part I
Item 1. Description of Business and Recent Developments
Item 2. Description of Property.
Item 3. Legal Proceedings.
Item 4. Submission of Matters To A Vote of Security Holders.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters.
Item 6. Management's Discussion and Analysis and Plan of Operation.
Item 7. Financial Statements.
Note 1 - Summary of Significant Accounting Policies:
Note 2 - Financial Instruments:
Note 3 - Stock Options
Note 4 - Commitments and Contingencies and Financial Instruments with Off
Note 5 - Income Taxes:
Note 6 - Subsequent Events:
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
Item 8A. Controls and Procedures.
Item 8B. Other Information.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Item 10. Executive Compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits. (See Pages 27-30)
Item 14. Principal Accountant Fees and Services.
EX-31.1 fccc_10k33110ex311.htm
EX-32.1 fccc_10k33110ex321.htm

FCCC Earnings 2010-03-31

Balance SheetIncome StatementCash Flow

10-K 1 fccc_10k33110.htm 10-K fccc_10k33110.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

FORM 10-K
     
(Mark One)
   
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
     
 
FOR THE FISCAL YEAR ENDED MARCH 31, 2010
 
     
 
OR
 
     
[   ]
TRANSITION REPORT UNDER 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)                     (Zip Code)  
     
  (203) 855-7700  
  (Registrant’s telephone number, including area code)  
 
Securities registered under Section 12(b) of the Exchange Act:
     
Title of each class   Name of each exchange on which registered
None   None
     
Securities registered under Section 12(g) of the Exchange Act:
     
  Common Stock  
  (Title of class)  



 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]    No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes [   ]    No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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.  
Large accelerated filer   [   ]     Accelerated filer   [   ]     Non-accelerated filer   [   ]     Smaller Reporting company   [X]

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

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 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 [X]    No [   ]

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to this Form 10-K.  [   ]

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 (§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 [   ]   No [   ]

State issuer’s revenues for its most recent fiscal year ended March 31, 2010:    $10,000

As of March 31, 2010, the aggregate market value of the issuer’s common stock held by non-affiliates of the issuer was approximately $80,000.


APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer’s Common Stock, as of March 31, 2010, was:  1,561,022. 

Transitional Small Business Format:  Yes [   ]    No [X]

 

 

FCCC, INC.

FORM 10-K

TABLE OF CONTENTS

 
Page
     
FORWARD-LOOKING STATEMENTS
   
     
PART I
   
ITEM 1.
 
Description of Business and Recent Developments
1-2
 
ITEM 2.
 
Description of Property
3
 
ITEM 3.
 
Legal Proceedings
3
 
ITEM 4.
 
Submission of Matters to a Vote of Security Holders
3
 
         
PART II
   
ITEM 5.
 
Market for Common Equity and Related Stockholder Matters
3
 
ITEM 6.
 
Management’s Discussion and Analysis or Plan of Operation
4-5
 
ITEM 7.
 
Financial Statements
5-16
 
ITEM 8.
 
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
17
 
ITEM 8A.
 
Controls and Procedures
17
 
ITEM 8B.
 
Other Information
18
 
         
PART III
   
ITEM 9.
 
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
19
 
ITEM 10.
 
Executive Compensation
20-21
 
ITEM 11.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
22-24
 
ITEM 12.
 
Certain Relationships and Related Transactions
24
 
ITEM 13.
 
Exhibits
24
 
ITEM 14.
 
Principal Accountant Fees and Services
24-25
 
         
SIGNATURES
26
 
EXHIBIT INDEX
27
 
EXHIBIT 31.1
 
 
EXHIBIT 32.1
 
 
     

 
 

 

FORWARD-LOOKING STATEMENTS

This annual report and other reports issued by FCCC, Inc. (the “Company” or “FCCC”), 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 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.
 
PART I
 
ITEM 1.  DESCRIPTION OF BUSINESS and RECENT DEVELOPMENTS
 
General

FCCC, Inc. (Bulletin Board “FCIC”) was incorporated under the laws of the State of Connecticut on May 6, 1960 under the name The First Connecticut Small Business Investment Company. The Company changed its name to The First Connecticut Capital Corporation on January 27, 1993, and then to FCCC, Inc. on June 4, 2003. The Company maintains its principal executive offices at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut, Telephone Number 203-855-7700. FCCC is authorized to issue 22,000,000 shares of common stock, without par value, stated value $.50 per share. The Company currently has 1,561,022 shares of common stock issued and outstanding at March 31, 2010.

 The Company has had limited operations since June 30, 2003. Such operations consist of a search for an appropriate transaction such as a merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction.  See “Current Business” below.
 
Current Business

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

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

1

 
The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a transaction, the Company analyzes all available factors and makes a determination based on a composite of available facts, without reliance on any single factor.
 
It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of FCCC with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, the present management and stockholders of the Company may not have control of a majority of the voting shares of FCCC following a reorganization or other financial transaction. As part of such a transaction, some or all of FCCC’s existing directors may resign and new directors may be appointed. The Company’s operations following its consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

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

The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.  (See Page 4 – Plan of Operation)

Recent Developments

The Board of Directors of “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 in cash, 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 $1,249,000.

After the payment of this special distribution, FCCC, Inc. had 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.  The cash funds of the Company at fiscal year end March 31, 2010 were $250,000.

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.

Competition

FCCC is in direct competition with many other entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, SPAC’s, venture capital firms, small business investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which FCCC could consider. Many of these competing entities also possess significantly greater experience and contacts than FCCC’s management. Moreover, FCCC also competes with numerous other companies similar to it for such opportunities.

2


Employees and Consultants

The Company currently has no employees. The Company has one executive officer, who has a consulting arrangement with the Company.  Specifically, on July 1, 2003, the Company and Mr. Bernard Zimmerman 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.  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.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company leases office space and services located at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut from an unaffiliated party pursuant to a month-to-month arrangement at a charge of $500 per month.

ITEM 3.  LEGAL PROCEEDINGS.

There are no legal proceedings which are pending or have been threatened against the Company or any officer, director or control person of which management is aware at this time.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter or the fiscal year covered by this report.


PART II

ITEM  5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Price Range of Common Stock

The Company’s common stock is traded over the counter, and the bid and ask prices of the Company’s stock are quoted on the OTC Bulletin Board under the symbol FCIC. Following are the low sales and high sales prices for the Company’s common stock during the fiscal years ended March 31, 2010 and 2009 as quoted on the OTC Bulletin Board.  The information shown below was obtained from Bloomberg Finance, L.P.

 
FY Ended March 31, 2010
 
Low
 
High
 
 
First Quarter
 
$
0.15
   
$
0.15
   
 
Second Quarter
   
0.12
     
0.29
   
 
Third Quarter
   
0.13
     
0.21
   
 
Fourth Quarter
   
0.10
     
0.17
   
                     
                     
 
 
FY Ended March 31, 2009
 
Low
 
High
 
 
First Quarter
 
$
1.01
   
$
1.10
   
 
Second Quarter
   
0.86
     
1.10
   
 
Third Quarter
   
0.55
     
0.94
   
 
Fourth Quarter
   
0.64
     
1.00
   
             

3

 
The above quotations do not reflect inter-dealer prices, with or without retail mark-up, mark-down or commissions and may not represent actual transactions.
 
Please note that the bid and asked prices in the table above for the first and second quarters in FY ended March 31, 2010, through August 14, 2009, have been adjusted for the $.80 per share distribution paid on August 14, 2009.

On March 31, 2010, the closing bid price for the Company’s common stock was $.10 per share.

Holders
 
The approximate number of stockholders of record of the Company on March 31, 2010 was 1,100.  The number of shares of the Company’s common stock outstanding as of March 31, 2010 was 1,561,022.

Dividends and Distributions
 
See Recent Developments – Page 2
 
The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors.  The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for  the benefit of all shareholders at any time.


ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS  AND PLAN OF OPERATION.

Plan of Operation

The Company has limited operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company’s plan of operation and business, see Item I, Current Business.  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.


RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During the year ended March 31, 2010, the Company had a loss from operations of $(67,000) before taxes.  The loss is attributable to the operational and administrative expenses incurred during the year less interest income earned. During the year ended March 31, 2009, the loss from operations was $(48,000) before taxes.  The increase in the loss in the current year is primarily due to a decrease in interest income received due to lower rates on invested funds and lesser funds available for investment due to the cash distribution of $1,249,000 paid in August 2009.   The operating and administrative expenses incurred in the year ended March 31, 2010 was approximately the same as in the year ended March 31, 2009.

During the year ended March 31, 2010 the Company incurred a loss from operations of $(67,000) before taxes compared to a loss from operations of $(48,000) before taxes in the year ended March 31, 2009.  The increase in the loss year ended March 31, 2010 is attributable to:
 
(A)  
Lesser interest income received of $23,000 in the current year as compared to the previous year.  The decrease in the interest received 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.
 
4

 
(B)  
A decrease in operating and administrative expenses of $4,000 in the year ended March 31, 2010.  This decrease is primarily due to expenses (including advertising) incurred in the year ended March 31, 2010 and other costs in connection with potential reverse merger opportunities which were somewhat less than in the year ended March 31, 2009.
 
(C)  
Taxes paid in the year ended March 31, 2010 were $6,000 as compared to $3,000 in taxes paid in the previous year.  The difference is due to the timing in the payment of taxes including estimated taxes.
 
Liquidity and Capital Resources

Stockholder’s equity as of March 31, 2010 was $239,000 as compared to $ 1,561,000 at March 31, 2009. The decrease is attributable to the net loss incurred by the Company during the fiscal year ended March 31, 2010 and the distribution of $1,249,000 in August 2009.

The Company had cash on hand at March 31, 2010 of $250,000 as compared to $1,572,000 at March 31, 2009.  The decrease in cash on hand is due to losses sustained by the Company in the year ended March 31, 2010 and the Company’s use of $1,249,000 of cash on hand to pay the special cash distribution on August 7, 2009 (See “Recent Developments” – Page 2).

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 2 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.


 
ITEM 7.  FINANCIAL STATEMENTS.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

    Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
6
        FINANCIAL STATEMENTS:
   
 
   Balance Sheets
 
7
 
   Statements of Operations
 
8
 
   Statements of Changes in Stockholders’ Equity
 
9
 
   Statements of Cash Flows
 
10
 
   Notes to Financial Statements
 
11-16

 
5



Report of Independent Registered Public Accounting Firm
 
 
To the Board of Directors and
Stockholders’ of FCCC, Inc.
Norwalk, Connecticut
 
We have audited the accompanying balance sheets of FCCC, Inc. (the Company) as of March 31, 2010 and 2009, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FCCC, Inc. as of March 31, 2010, and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 
/s/ Braver P.C.
 
Certified Public Accountants
Providence, Rhode Island
 
Date:  June 11, 2010


6

 


FCCC, INC.
 
   
BALANCE SHEETS
 
(Audited)
 
(Dollars in thousands, except share data)
 
 
    March 31,  
   
2010
   
2009
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 250     $ 1,572  
Accrued interest receivable
    -       2  
                 
Total current assets
    250       1,574  
                 
Other assets
    1       1  
                 
TOTAL ASSETS
  $ 251     $ 1,575  
                 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable and other accrued expenses
  $ 12     $ 14  
                 
Total current liabilities
    12       14  
                 
Commitments and contingencies
    -       -  
                 
TOTAL LIABILITIES
    12       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 March 31, 2010 and March 31, 2009
    781       781  
Additional paid-in capital
    8,035       9,284  
Accumulated deficit
    (8,577 )     (8,504 )
Total stockholders’ equity
    239       1,561  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 251     $ 1,575  
                 
                 
See notes to financial statements.
 
 
7


 
FCCC, INC.
 
   
STATEMENTS OF OPERATIONS
 
(Audited)
 
(Dollars in thousands, except share data)
 
   
   
For the Years Ended March 31,
 
       
   
2010
   
2009
 
             
Income:
           
Interest income
  $ 10     $ 33  
                 
Total income
    10       33  
                 
Expense:
               
Legal expenses
    12       12  
Operating and administrative expenses
    65       69  
                 
Total expense
    77       81  
                 
(Loss) before income taxes
    (67 )     (48 )
Income tax expense
    (6 )     (3 )
                 
Net (Loss):
  $ (73 )   $ (51 )
                 
                 
Basic and diluted loss per share:
  $ (0.05 )   $ (0.03 )
                 
                 
Weighted average common shares outstanding:
               
Basic and diluted
    1,561,022       1,549,381  
                 
                 
See notes to financial statements.
 
 
8

 
 
FCCC, INC.
 
   
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
(Audited)
 
   
(Dollars in thousands, except share data)
 
                         
                         
   
Common Stock
   
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
                               
                               
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
    109,640       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 – Year ended March 31, 2010
(audited)
    -       -       -     $ (73 )   $ (73 )
                                         
Cash Distribution – August 2009
    -       -       (1,249 )     -       (1,249 )
                                         
Balance, March 31, 2010
(audited)
    1,561,022     $ 781     $ 8,035     $ (8,577 )   $ 239  
   
   
See notes to financial statements.
 
   

9

 
 
FCCC, INC.
 
   
STATEMENTS OF CASH FLOWS
 
(Audited)
 
(Dollars in thousands)
 
   
   
For the Years Ended March 31,
 
       
   
2010
   
2009
 
             
Cash Flows from Operating Activities:
           
Net Loss
  $ (73 )   $ (51 )
                 
Adjustments to reconcile net loss to cash provided by operating activities:
               
(Decrease) Increase in assets:
               
Accrued interest receivable
    2       (2 )
Increase (Decrease) in liabilities:
               
Accounts payable and accrued expenses
    (2 )     3  
                 
Net cash used in operating activities
  $ (73 )   $ (50 )
                 
Cash Flows From Investing Activities:
    -       -  
                 
Cash Flows From Financing Activities:
       Cash Distribution – August 2009
  $ (1,249 )   $ -  
                 
Net (Decrease) Increase in cash and cash equivalents
    (1,322 )     (50 )
                 
Cash and cash equivalents, beginning of year
    1,572       1,622  
Cash and cash equivalents, end of year
  $ 250     $ 1,572  
                 
Supplemental cash flow disclosures:
               
Cash payments of income taxes
  $ 6     $ 3  
Cash payment of interest:
  $ -     $ -  
                 
                 
See notes to financial statements.
 
 
10

 

FCCC, INC.

NOTES TO FINANCIAL STATEMENTS
(Audited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

The accompanying financial statements of FCCC, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance.

Cash and Cash Equivalents:

The Company has defined cash as including cash on hand and cash in interest bearing and non-interest bearing operating bank accounts. Highly liquid instruments purchased with original maturities of three months or less are considered to be cash equivalents.

The Company maintains cash balances at a number of financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each institution. At various times throughout the year, cash balances exceeded FDIC limits.  At March 31, 2010 there were no uninsured amounts.

Estimates:

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

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standards Codification 740 (formerly, SFAS 109) “Accounting for Income Taxes.” This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting bases of certain assets and liabilities.

Advertising:

The Company expenses advertising costs as incurred. Advertising expense from operations was approximately $700 and $2,000 for the years ended March 31, 2010 and 2009.

Earnings Per Common Share:

The Company follows FASB ASC 260 (formerly, SFAS No. 128), “Earnings Per Share”. ASC 260 simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. Basic EPS is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

11

 
Basic and diluted loss per common share was calculated using the following number of shares:

   
2010
   
2009
 
             
Weighted average number of common shares outstanding
    1,561,022       1,549,341  
                 

Stock Based Compensation:

The company adopted “Share-Based Payment” FASB ASC 718 (formerly, FAS 123(R)), ASC 718 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, 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.

Common Stock Warrants:

In June 2003, the Company issued 5-year Warrants (subject to registration rights under certain circumstances) to purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, at a purchase price of $.01 per Warrant. The exercise price of the warrants is subject to adjustment as defined. The warrant exercise price was adjusted to $.50 per share as a result of the payment of a $.50 per share cash dividend during September 2003. No warrants were issued during the fiscal year ended March 31, 2010.

In April 2008 and May 2008, respectively, all outstanding Warrants at that time (200,000) were exercised through the cashless exercise provisions of the Warrants resulting in 53,600 and 56,140 common shares being issued to Bernard Zimmerman, President and Martin Cohen, then a Director of the Company respectively or their affiliates.

Recently Issued Accounting Pronouncements:
 
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.
 
12

 
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.
 
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.
 

NOTE 2 - FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents (see Note 1).

Fair Value of Financial Instruments:

The company follows FASB ASC 825 (formerly, SFAS No. 107), “Fair Value of Financial Instruments”, which requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of the Company’s financial instruments (cash and cash equivalents) approximate their fair value because of the short maturity of these instruments.

STOCK BASED COMPENSATION:

The company adopted “Share-Based Payment”, FASB ASC 718 (formerly, “SFAS 123”).  ASC 718 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, for all awards granted to employees prior to the effective date that remain unvested on the effective date.  The Company was not required to record any expenses under ASC 718 for share based awards currently outstanding.  However, the amount of expense recorded under ASC 718 will depend upon the number of share based awards granted in the future and their valuation.


NOTE 3 - STOCK OPTIONS

The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the 1999 Plan) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the 2002 Plan) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the Plans). The Company has reserved 150,000 shares of stock for grants under both the 1999 and 2002 plans, respectively. Pursuant to the Plans, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The Plans provide that the maximum term for options granted under the Plans is ten years and that the exercise price for the options may not be less than the fair market value of the Company’s common stock on the date of grant.

13

 
Options granted pursuant to the 1999 Plan:

On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant and were fully vested at the date of grant.  Options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. No options were exercised or canceled during the year ended March 31, 2009.  Options for 28,500 shares were cancelled during the year ended March 31, 2010 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.  Options totaling 16,000 are currently outstanding under this plan.

Options granted pursuant to the 2002 Plan:

On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant and vest ratably over three years from the date of grant; however, the option agreement stipulates accelerated vesting provisions under certain circumstances as defined.  All options are currently vested.  No options were exercised during the years ended March 31, 2010 and 2009 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Options for 15,000 shares were cancelled during the year ended March 31, 2010.  The exercise price of the 2002 Plan options were reduced from $1.05 per share to $0.25 per share in conjunction with the Company’s payment of a cash distribution of $0.80 per share in August 2009.  Options for 30,000 shares are currently outstanding under this plan.

Other Options:

On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares (Other Options), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The options expire five years from the date of grant and vest immediately.  No compensation cost has been recognized for these options.  On September 28, 2007, during the Company’s fiscal year ended March 31, 2008 options for 28,000 shares were exercised.  All non-exercised options expired on September 30, 2007.

The weighted-average remaining contractual life of the outstanding options is approximately 3 years.

During fiscal 2010 and 2009, no new share based payments were granted, and no compensation expense was recognized.

 
14

 
NOTE 4 - COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF
BALANCE SHEET RISK:

On July 1, 2003 the Company entered into a one-year lease for office space located in Norwalk, Connecticut from an unaffiliated party for $500 per month. On June 30, 2004 the lease expired and the Company has continued leasing its office space on a month-to-month basis at a rate of $500 per month. Rent expense totaled $6,000 for each of the years ended March 31, 2010 and 2009, respectively.
 
On July 1, 2003, the Company entered into consulting agreements with the Company’s President and the then Chairman of the Board, or their affiliates. The agreements terminated on July 1, 2006 as defined, and stipulated monthly payments of $2,000 to each consultant plus reasonable and necessary out-of-pocket expense. Fees related to these agreements totaled $24,000 in each of the years ended March 31, 2010 and 2009 respectively.  The Board authorized the extension of the consulting agreement for Mr. Zimmerman, on a month to month basis, on terms and conditions substantially similar to the previous agreement for Mr. Zimmerman, President of the Company.  See “Page 20 – Summary Compensation Table” for additional information.
 
 
15

 
NOTE 5 - INCOME TAXES:

The income tax provision consists of the following for the years ended March 31, 2010 and 2009:

   
2010
   
2009
 
Current expense:
           
Federal   $ -     $ -  
State (tax on capital)     6,000       3,000  
                 
Total current     6,000       3,000  
                 
                 
Deferred expense:
               
Federal     -       -  
State     -       -  
                 
Total deferred     -       -  
                 
Total tax provision
  $ 6,000     $ 3,000  

At March 31, 2010 and 2009, there were no net deferred tax assets or liabilities recognized for taxable temporary differences.
 
At March 31, 2010, the Company had a net operating loss carry-forward for income tax reporting purposes of approximately $ 5,716,000 to be offset against future taxable income through 2029, resulting in a change in the valuation allowance for the years ended December 31, 2010, and 2009 of  ($2,526,000) and $122,000, respectively. Current tax laws limit the amount of loss available to be offset against taxable future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.  No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused.  Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount.  As of March 31, 2010, approximately $2,600,000 in net operating losses have expired.  No tax benefits have been recognized in these financial statements.  Provisions for any deferred federal and state tax liabilities are immaterial to these financial statements.
 
    March 31,  
    2010     2009  
                 
 Net Operating Losses   $ 5,716,000     $ 8,242,000  
                 
 Valuation Allowance     (5,716,000 )     (8,242,000 )
                 
    $ -0-     $ -0-  
 
        
NOTE 6 – SUBSEQUENT EVENTS:

The Company has evaluated events that occurred subsequent to March 31, 2010, through the financial statement issue date of June 11, 2010 and determined that there were no recordable or reportable subsequent events.

16

 

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

 On December 31, 2007, the “Company” accepted the resignation of its previous independent accountants, Mahoney, Sabol & Company, LLP. (the “Previous Accountants”), and on January 4 ,2008, engaged Braver, P.C. (the “New Accountants”) as the Company’s new principal independent registered public accounting firm to audit its financial statements for the fiscal year ended March 31, 2008.

The reports of the Previous Accountants on the Company’s financial statements for each of the Company’s fiscal years ended March 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change independent accountants was approved by the Board of Directors of the Company.

During the period from April 1, 2005 through December 31, 2007, no events described in Item 304(a)(l)(iv) of Regulation S-B promulgated by the Securities and Exchange Commission occurred with respect to the Company.

During the fiscal years March 31, 2006 and 2007, and through December 31, 2007, the Company had no disagreement with the Previous Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Previous Accountants, would have caused the Previous Accountants to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such fiscal periods.

During the period from April 1, 2005 through December 31, 2007, the Company did not consult with the New Accountants regarding (1) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered with respect to the Company’s financial statements for which advice was provided that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (2) any matter that was either the subject of a “disagreement” or a response to items 304(a)(l)(iv) of Regulation S-B.

ITEM 8A.  CONTROLS AND PROCEDURES.

Report of Management on Internal Controls Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  Our internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Chief Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Internal controls over financial reporting including those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurances that the Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2010 and concluded that such internal controls are effective.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated Framework.

17

 
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

During the Company’s fourth fiscal quarter and during the fiscal year ended March 31, 2010, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
ITEM 8B.  OTHER INFORMATION.

None.

 
 

 
18

 

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Identification of Current Directors and Executive Officers

The directors and executive officers of the Company as of March 31, 2010 are as follows:

Name
 
Age
 
Position
 
Director Since
             
Bernard Zimmerman
 
77
 
President, Chief Executive Officer, Principal Financial Officer and Director
 
2003
Jay J. Miller*
 
77
 
Secretary and Director
 
2003
Michael L. Goldman*
 
49
 
Director
 
1998
             
 
*Member of Audit Committee

 
Biographies of Directors and Officers
 
BERNARD ZIMMERMAN became President, Chief Executive Officer and a Director of the Company in July 2003.  Mr. Zimmerman was also appointed as Treasurer and Principal Financial Officer of the Company in February 2007.  Mr. Zimmerman is the President of Bernard Zimmerman and Company, Inc., a financial management and consulting firm.  Mr. Zimmerman is a Certified Public Accountant and has over 35 years experience in the merger, acquisition and business combination fields.  Since August 2007 Mr. Zimmerman also serves as Chairman of the Board, President, Chief Executive Officer and Treasurer of St. Lawrence Seaway Corporation, a company engaged in seeking mergers, reverse mergers, acquisitions, or other business combinations and financial transactions and from July 2004 until September 30, 2009 served as President and Chairman of the Board and as a Director until December 31, 2009 of GVC Venture Corp., a company engaged in similar activities.   Mr. Zimmerman also served as a Director and Chairman of the audit and compensation committees of Sbarro, Inc. for more than 20 years until January 2007 when the company was sold.

JAY J. MILLER became Secretary and a Director of FCCC in July 2003. Mr. Miller is an attorney in private practice, and serves as a Director on the board of AmTrust Financial Services, Inc., an insurance holding company and its affiliated property and casualty insurance companies.

MICHAEL L. GOLDMAN has served as a Director of the Company since 1998 and is the former Assistant Secretary of the Company. Mr. Goldman is the Managing Principal of the law firm of Goldman, Gruder & Woods, LLC. Mr. Goldman is also a Manager of First Connecticut Capital, LLC, a company engaged in the business of making and servicing mortgage loans.

All Directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Officers are elected to serve, subject to the discretion of the Board of Directors, until their successors are appointed.  The Company has not held an annual meeting since 2003.

FCCC’s Board of Directors has established an Audit Committee. The Audit Committee meets with management and FCCC’s independent auditors to determine the adequacy of internal controls and other financial reporting matters.  Members of the Committee are Jay J. Miller and Michael Goldman.

19

 
Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires FCCC’s officers and directors, and persons who own more than five percent (5%) of a registered class of FCCC’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than five percent (5%) stockholders are required by SEC regulations to furnish FCCC with copies of all Section 16(a) forms they file.

To the best of FCCC’s knowledge, based solely on review of the copies of such forms furnished to it, or written representations that no other forms were required, FCCC believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than five percent (5%) stockholders were complied with during the fiscal year ended March 31, 2010.

Audit Committee Financial Expert

The Board of Directors of the Company has determined that Jay J. Miller qualifies as its “audit committee financial expert,” as that term is defined in Item 401(e) of Regulation S-B, and is “independent” as that term is used in Item 7(d)(3)(iv) of schedule 14A under the Securities Exchange Act of 1934.

Code of Ethics

FCCC has not yet adopted a corporate code of ethics. The Company’s Board of Directors is considering establishing a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. The Company plans to implement a code of ethics prior to March 31, 2011.

ITEM 10.  EXECUTIVE COMPENSATION.

Compensation

The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended March 31, 2010, 2009 and 2008 by the Company’s (i) Chief Executive Officer, and (ii) “highly compensated” executive officers, other than the CEO, as determined by Regulation S-K, Item 402 (the individuals falling within categories (i) and (ii) are collectively referred to as the “Named Executives”).

SUMMARY COMPENSATION TABLE

         
Annual Compensation
   
Long Term Compensation
       
                           
Awards
   
Payouts
       
Name and Principal Position
 
Fiscal Year Ended March 31
   
Salary
($)
   
Bonus
($)
   
Other Annual Compen-sation
($)
   
Restricted Stock Award(s)
($)
   
Securities Underlying Options/ SARs (#)
   
LTIP Payouts
($)
   
All other Compen-sation
($)
 
                                                 
Bernard
    2010     $ 0     $ 0     $ 24,000 (1)   $ 0       0     $   0     $  0  
Zimmerman     2009       0       0       24,000 (1)     0       0       0       0  
CEO and President     2008       0       0       24,000 (1)       0       0       0       0  
                                                                 
 
(1)  Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman, receives $2,000 per month pursuant to a consulting agreement with the Company, dated July 1, 2003, to provide consulting services with respect to the business and finances of the Company. The consulting agreement expired on July 1, 2006 and has been authorized by the Board to continue on a month to month basis. See Pages 2 and 16.
 
20

 
Stock Options

There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises, or (iii) long-term incentive plan awards in the fiscal years ended March 31, 2010 and 2009 to any named executives.

Compensation of Directors

All Directors, except Mr. Zimmerman, are entitled to receive a fee of $300 per Board meeting. Audit Committee members receive a fee of $300 per Audit Committee meeting, provided that Audit Committee meetings are held on a different day than meetings of the Board of Directors.

The members of the board as a group, except Mr. Zimmerman, received director fees of $5,700 in total covering the fiscal year ended March 31, 2010.

21

 

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership

The following table, together with the accompanying footnotes, sets forth information, as of March 31, 2010, regarding stock ownership of all persons known by FCCC to own beneficially more than 5% of the Company’s outstanding common stock, and named executives, directors, and all directors and officers of FCCC as a group:

Name and Address of
Beneficial Owner
 
Amount of Beneficial Ownership
 
Percent of Class
 
Options Exercisable Within 60 Days
 
Total
 
Percent of Class - Total
5% Stockholders
                   
                     
Walter P. Carucci
Uncle Mills Partners (formerly
Carucci Family Partnership)
 
254,495
(2)
16.30%
 
 
 
                         -
 
 
 
254,495
 
 
 
16.30%
 
 
c/o Carr Securities Corp.
14 Vanderventer Avenue
Port Washington, NY 11050
                   
                     
Martin Cohen
 
244,440
 
15.66%
 
-
 
244,440
 
15.66%
27 E. 65th Street
Suite 11A
New York, NY 10021
                   
                     
                     
Executive Officers and Directors
                   
                     
Bernard Zimmerman
 
241,800
(1)
15.49%
 
                         -
 
241,800
 
15.49%
18 High Meadow Road
Weston, CT 06883
                   
                     
Michael L. Goldman
 
16,921
 
1.08%
 
31,000
 
47,921
 
3.01%
11 Skytop Drive
Trumbull, CT 06611
                   
                     
Jay J. Miller
 
-
 
-   
 
                 15,000
 
15,000
 
0.96%
430 East 57th Street
New York, NY 10022
                   
                     
All directors and executive officers as a group (three persons)
 
258,721
 
16.57%
 
46,000
 
304,721
 
18.96%
                     
 
(1)
 
Includes shares held by Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman.
(2)
 
Based upon Schedule 13G/A filed on February 9, 2010, and includes 116,049 shares owned individually by Mr. Carucci as well as the 136,215 shares owned by Uncle Mills Partners.  Carr Securities Corporation owns 2,231 shares.  Mr. Carucci asserts sole power to vote, dispose of, and direct the disposition of such shares owned individually and by Uncle Mills Partners and by Carr Securities Corp.
 
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Securities Authorized For Issuance Under Equity Compensation Plans

Stock Option Plans

The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the “1999 Plan”) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the “2002 Plan”) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the “Plans”). Each Plan has reserved 150,000 shares of stock for grants under each, respectively. Pursuant to the Plans, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The purpose of the Plans are to advance the interests of the Company and its stockholders by helping the Company obtain and retain the services of employees, officers, consultants, and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company. In addition, the Plans provide that the maximum term for options granted under the Plans is 10 years and that the exercise price for the options may not be less than the fair market value of the Company’s common stock on the date of grant. Options granted to stockholders owning more than 10% of the Company’s outstanding common stock must be exercised within 5 years from the date of grant and the exercise price must be at least 110% of the fair market value of the Company’s common stock on the date of the grant.

Options granted pursuant to the 1999 Plan: On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant. Options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. As of March 31, 2010, options to purchase 16,000 shares were outstanding under the 1999 Plan. No options were exercised during the year ended March 31, 2010 and 2009 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.  Options for 28,500 shares were cancelled during the year ended March 31, 2010.

Options granted pursuant to the 2002 Plan: On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant, and vest ratably over three years from the date of grant; however, the option agreement stipulates accelerated vesting provisions under certain circumstances as defined.  As of March 31, 2010, options to purchase 30,000 shares were outstanding under the 2002 Plan. No options were exercised during the year ended March 31, 2010 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.  At March 31, 2010, 30,000 options were vested.  Options for 15,000 shares were cancelled during the year ended March 31, 2010.  The exercise price of the 2002 Plan options was reduced from $1.05 per share to $0.25 per share in conjunction with the Company’s payment of a cash distribution of $0.80 per share in August 2009.

Other Options

On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares (“Other Options”), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The Company issued the Other Options in consideration of the efforts of the grantees in connection with the Asset and Stock Sales and their continued cooperation with and assistance to the Company after the closing of those transactions. The granting of the Other Options was approved by the stockholders of the Company at the June 3, 2003 Annual Stockholders Meeting. The terms and conditions of the Other Options are identical to the terms and conditions of the options issued under the Plans, except that they have not terminated upon the respective holders thereof ceasing to be “Eligible Persons” under the Plans. Using the Black-Scholes method of valuation, the aggregate value of the Other Options at the time of their grant was $24,645.  On September 28, 2007 options for 28,000 shares were exercised.  On September 30, 2007 all unexercised options expired.

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The following table sets forth, as of the year ended March 31, 2010, information with respect to FCCC’s compensation plans and individual compensation arrangements to which the Company is a party, if any, under which equity securities of FCCC are authorized for issuance:

Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
   
Weighted-average exercise price of outstanding options, warrants and rights
   
Number of securities remaining available for future issuance
 
   
(a)
   
(b)
   
(c)
 
                   
Equity compensation plans approved by security holders
                 
1999 Stock Option Plan
    16,000     $ 0.64       134,000  
2002 Stock Option Plan
    30,000     $ 0.25       120,000  
                         
                         
Equity compensation plans not approved by security holders
    N/A       N/A       N/A  
                         
                         
Total
    46,000     $ 0.83       254,000  

The weighted-average remaining contractual life of the outstanding options is approximately 3 years.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

ITEM 13.  EXHIBITS.  (see pages 27-30)

Exhibit No.
 
Description
 
31.1
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
32.1
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
 
Braver, P.C. billed the Company $7,500 for the audit of the Company’s financial statements included in the Company’s Annual Report on Form 10-KSB for the year ended March 31, 2008 and $7,500 for audit and review of the Company’s 10-K for the year ended March 31, 2009.  Braver also billed the Company $2,000 for its review of each of the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 and for a review of the 10-Q’s for the quarters ended June 30, September 30 and December 31, 2009 and will bill the Company $7,500 for their audit and review of the Company’s financial statements and Annual Report on Form 10-K for the year ended March 31, 2010.

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Audit-Related Fees
 
None.
 
Tax Fees

Braver billed the Company $1,500 for the preparation of required federal and state income tax filings for the year ended March 31, 2008 and 2009 and will bill a similar amount for the year ended March 31, 2010.

All Other Fees

Each of the permitted non-audit services has been pre-approved by the Audit Committee or the Audit Committee’s Chairman pursuant to delegated authority by the Audit Committee, other than de minimus non-audit services for which the pre-approval requirements are waived in accordance with the rules and regulations of the Securities and Exchange Commission.  Braver billed the Company $500 for its opinion with respect to the cash distribution made by the Company in August 2009.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee charter provides that the Audit Committee will pre-approve the fees and other significant compensation to be paid to the independent auditors.



25

 

SIGNATURES

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

  FCCC, INC.
     
     
Dated:  June 14, 2010
 
graphic
   
Name: Bernard Zimmerman
Title: President, Chief Executive Officer and Principal
Financial Officer


In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Dated:  June 14, 2010
    graphic
   
Name: Bernard Zimmerman
Title: President, Chief Executive Officer and Principal
Financial Officer


Dated:  June 14, 2010
 
/s/Jay J. Miller
   
Name: Jay J. Miller
Title: Secretary and Director


Dated:  June 14, 2010
 
/s/Michael L. Goldman
   
Name: Michael L. Goldman
Title: Director
 
26

 

EXHIBIT INDEX

Exhibit No.
 
Description
 
 
Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
       
 
Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 



 
 
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