10-Q 1 fccc_10q.htm FORM 10-Q fccc_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the Quarterly Period Ended: June 30, 2023

 

OR

 

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

 

For the Transition Period From ____________ to ____________.

 

Commission file number 001-08589

 

FCCC, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

 

06-0759497

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

40 Wall St, Floor 60,

          New York City, NY

 

10005

(Address of principal executive offices)

 

(Zip Code)

 

(812) 933-8888

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

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

 

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

 

As of August 19, 2023, the registrant had 3,461,022 shares of common stock issued and outstanding.

 

 

   

FCCC, INC. FORM 10-Q

 

Index

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Condensed Financial Statements.

 

4

 

 

CONDENSED BALANCE SHEETS

 

 4

 

 

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

 

5

 

 

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

6

 

 

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

 

7

 

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

8

 

Item 2.

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

 

11

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

 

13

 

Item 4.

Controls and Procedures.

 

13

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

14

 

Item 1A.

Risk Factors.

 

14

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

14

 

Item 3.

Defaults Upon Senior Securities.

 

14

 

Item 4.

Mine Safety Disclosures.

 

14

 

Item 5.

Other Information.

 

14

 

Item 6.

Exhibits.

 

15

 

 

 
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

 

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

 

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

 

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

 

Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.

 

 
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PART I. FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements.

 

FCCC, INC.

 

CONDENSED BALANCE SHEETS  

(Dollars in thousands, except share data)

 

 

 

June 30,

 

 

March 31,

 

 

 

2023

 

 

2023

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$35

 

 

$112

 

Total current assets  

 

 

35

 

 

 

25

 

TOTAL ASSETS  

 

 

35

 

 

 

137

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accrued Expenses

 

$16

 

 

$17

 

Due to related party

 

 

327

 

 

 

221

 

Convertible note payable

 

$65

 

 

 

65

 

Loan from Public Company

 

 

135

 

 

 

135

 

Accrued interest

 

 

8

 

 

 

7

 

TOTAL LIABILITIES

 

 

551

 

 

 

445

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, no par value, 22,000,000 shares authorized, 3,461,022 issued and outstanding at June 30, 2023 and at March 31, 2023

 

 

800

 

 

 

800

 

Additional paid-in capital

 

 

8,398

 

 

 

8,396

 

Accumulated deficit

 

 

(9,713 )

 

 

(9,506 )

Total stockholders’ deficit

 

 

(515)

 

 

(307)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$35

 

 

$137

 

 

See notes to unaudited condensed financial statements

 

 
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FCCC, INC.

 

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 

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

 

 

 

Three Months Ended

June 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Income:

 

 

 

 

 

 

Income

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Total income

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Operating and administrative expenses

 

 

207

 

 

 

28

 

Interest expense

 

 

1

 

 

 

1

 

 Total Current Liabilities

 

 

208

 

 

 

29

 

 

 

 

 

 

 

 

 

 

Total expenses

 

 

208

 

 

 

29

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(208 )

 

 

(29 )

Income tax expense

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(208 )

 

$(29 )

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$(0.003 )

 

$(0.003 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

3,461,022

 

 

 

3,461,022

 

 

See notes to unaudited condensed financial statements

 

 
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FCCC, INC.

 

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) 

(Dollars in thousands)

 

 

 

Three Months Ended

June 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(208 )

 

$(29 )

Adjustments to reconcile net loss to cash used in operating activities

 

 

 

 

 

 

 

 

Changes in assets and liabilities

 

 

(5)

 

 

 

 

Increase in accrued interest

 

 

1

 

 

 

1

 

Due to Related Party

 

 

106

 

 

 

50

 

Net cash used in operating activities

 

 

(106)

 

 

(28)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from convertible note payable

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(106)

 

 

22

Cash at the beginning of the period

 

 

113

 

 

 

25

 

Cash at the end of the period

 

$7

 

 

$47

 

 

SUPPLEMENTAL DISCLOSURES: 

 

 

 

 

 

 

Cash paid for income tax 

 

$-

 

 

$-

 

Cash paid for Interest  

 

$-

 

 

$-

 

 

See notes to unaudited condensed financial statements

 

 
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FCCC, INC.

 

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) 

(UNAUDITED)

(Dollars in thousands)

 

 

 

Common Stock

 

 

Additional

 

 

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Paid-In

Capital

 

 

Accumulated

Deficit

 

 

Equity

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of Year Ended March 31, 2023

 

 

3,461,022

 

 

$800

 

 

$8,396

 

 

$(9,506 )

 

$(307)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss – 3 months Ended June 30, 2023

 

 

 

 

 

-

 

 

 

-

 

 

 

(208 )

 

 

(208)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of 3 months Ended June 30, 2023

 

 

3,461,022

 

 

$800

 

 

$8,396

 

 

$(9,714 )

 

$(515)

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of year ended March 31, 2022

 

 

3,461,022

 

 

$800

 

 

$8,396

 

 

$(9,380 )

 

$(184 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss – Three months Ended June 30, 2022

 

 

 

 

 

-

 

 

 

-

 

 

 

(29 )

 

 

(29 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of three months ended June 30, 2022

 

 

3,461,022

 

 

$800

 

 

$8,396

 

 

$(9,409 )

 

$(213 )

 

See notes to unaudited condensed financial statements

 

 
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FCCC, INC.

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 

June 30, 2023

 

NOTE 1 – BASIS OF PRESENTATION

 

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

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2023 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023

 

 Going concern:

 

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

 

Use of Estimates:

 

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

 

Fair value of financial instruments:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Dividends:

 

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

 

Income Taxes:

 

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

 

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

 

Recently Issued Accounting Pronouncements:

 

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

 

NOTE 2 – RELATED PARTY TRANSACTIONS

 

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

 

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

 

As of June 30, 2023 and March 31, 2023, the related party payable amounts to the Director David He are $327,000 and $221,000, respectively, in purpose for cover certain operating expenses for the Company.

 

 
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NOTE 3 – EARNINGS PER SHARE

 

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

 

Basic and diluted loss per common share was calculated using the following number of shares for the three and three months ended June 30, 2023 and 2022:

 

Three Months Ended June 30:

 

2023

 

 

2022

 

Weighted average number of common shares outstanding - Basic

 

 

3,461,022

 

 

 

3,461,022

 

Weighted average number of common shares outstanding - Diluted

 

 

3,461,022

 

 

 

3,461,022

 

 

NOTE 4 – INDEBTEDNESS

 

On September 21, 2020, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold to Frederick L. Farrar, a former executive officer, director and significant stockholder of the Company, a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes. As of June 30, 2023, the principal and interest due under the Note totaled $72,000

 

NOTE 5 – CAPITAL STOCK

 

The Company is authorized to issue 22,000,000 shares of Common stock, at no par value. At June 30, 2023 and March 31, 2023, there were 3,461,022 and 3,461,022 shares issued and outstanding, respectively.

 

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

 

FORWARD-LOOKING STATEMENTS

 

The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties may be summarized in other documents that the Company may file with the Securities Exchange Commission, such as our Annual Report on Form 10-K for the year ended March 31, 2023. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.

 

ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

 

The Company has limited operations and is actively seeking a merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period the Company does not expect to achieve sufficient income to offset the Company’s operating expenses, resulting in operating losses that may require the Company to use and thereby reduce the Company’s limited cash balance.. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur losses between $150,000 to $200,000 per quarter. The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

 

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

 

CURRENT BUSINESS

 

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

 

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

 

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

 

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

 

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

 

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

 

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

During the quarter ended June 30, 2023, the Company had a loss from operations of $208,000. The loss is attributable to the operational, administrative, auditing, tax return preparation, legal and interest expenses incurred during the quarter. During the quarter ended June 30, 2022, the loss from operations was $28,000. No taxes were paid in the quarters ended June 30, 2023 or 2022.

 

During the three months ended June 30, 2023, the Company had a loss from operations of $208,000. The loss is attributable to the operational, administrative, auditing, tax return preparation, legal and interest expenses incurred during the three-month period. During the three months ended June 30, 2023, the loss from operations was $208,000. Taxes paid in the three months ended June 30, 2023 and 2022 were $0 in both three-month periods.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Stockholders’ equity as of June 30, 2023, was $(515,000), compared to ($214,000) at March 31, 2023. The decrease is attributable to the net loss incurred during the three months ended June 30, 2023.

 

Net cash used in operating activities was $106,000 during the three months ended June 30, 2023, compared to net cash used in operating activities of $22,000 in the three months ended June 30, 2022. Net cash provided in financing activities was $50,000 during the three months ended June 30, 2022, compare to the net cash provided in financing activities was $0 in the three months ended June 30, 2022.

  

Cash on hand at June 30, 2022 was $47,000, compared to $7,000 at June 30, 2023. The increase in cash on hand was primarily the net result of funds deposited by David He.

 

Convertible Promissory Note

 

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

 

The Company has no material off-balance sheet arrangements. There has been no material change in any contractual obligation as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

 

 
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management does not believe that there are significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.

 

 
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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None. 

 

Item 1A. Risk Factors.

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

 
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Item 6. Exhibits.

 

Exhibit Number

 

Description

 

 

 

3.1

 

Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for year ended March 31, 2015)

 

 

 

3.2

 

Composite Amended and Restated By-Laws, as amended through November 27, 2007 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for year ended March 31, 2015)

 

 

 

10.1

 

Subscription Agreement, dated as of April 26, 2021, by and between FCCC, Inc. and Huijun He. (incorporated by reference to

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

 

 

 

31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101 

 

The following materials from FCCC, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2023, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Cash Flows; (iv) Condensed Statements of Stockholders’ Equity; and (vi) the Notes to the Condensed Financial Statements.

104

 

Cover Page formatted in iXBRL (included in Exhibit 101)

 

 

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SIGNATURES

 

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

 

 

FCCC, INC.

 

 

 

 

 

Date: August 21, 2023

By:

/s/ David He

 

 

 

David He

 

 

 

Chief Executive Officer and Vice President

 

 

 

(duly authorized officer)

 

 

 

 

 

Date: August 21, 2023

By:

/s/ David He

 

 

 

David He

 

 

 

(principal financial officer)

 

 

 
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