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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

|(Mark One) |                                                                                        
|---------- | ---------------------------------------------------------------------------------------
|þ          | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

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

For the transition period from _______________ to _______________

Commission File number: 811-0969



|FCCC, INC.                                                                        
|----------------------------------------------------------------------------------
|                                                                                  
|(Exact name of small business issuer as specified in its charter)                 
|                                                                                  
|Connecticut                                                                       
|                                                                                  
|(State or other jurisdiction
of incorporation or organization)                    
|                                                                                  
|200 Connecticut Avenue, Norwalk, Connecticut 06854                                
|                                                                                  
|(Address of principal executive offices)                                          
|                                                                                  
|(203) 855-7700                                                                    
|                                                                                  
|(Issuer's telephone number)                                                       
|                                                                                  
|n/a                                                                               
|                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock, as of July 28, 2004, was: 1,423,382

Transitional Small Business Format: Yes

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FCCC, INC.

FORM 10-QSB

INDEX

|                              |  |                                                           | Page
|----------------------------- |  | --------------------------------------------------------- | ----
|                              |  |                                                           |     
|PART I--FINANCIAL INFORMATION
|ITEM 1.                       |  | FINANCIAL STATEMENTS                                      | 1   
|                              |  | Balance Sheets                                            | 1   
|                              |  | Statements of Operations                                  | 2   
|                              |  | Statements of Changes in Stockholders' Equity             | 3   
|                              |  | Statements of Cash Flows                                  | 4   
|                              |  | Notes to Condensed Financial Statements                   | 5   
|ITEM 2.                       |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 6   
|ITEM 3.                       |  | CONTROLS AND PROCEDURES                                   | 8   
|                              |  |                                                           |     
|PART II--OTHER INFORMATION   
|ITEM 6.                       |  | EXHIBITS AND REPORTS ON FORM 8-K                          | 9   
|                              |  | SIGNATURES                                                | 10  
|                              |  | EXHIBIT INDEX                                             | 11  
|                              |  | EXHIBIT 31.1                                              |     
|                              |  | EXHIBIT 31.2                                              |     
|                              |  | EXHIBIT 32.1                                              |     
|                              |  | EXHIBIT 32.2                                              |     



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PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

|FCCC, INC.                                
|------------------------------------------
|                                          
|BALANCE SHEETS                            
|As of June 30, 2004 and March 31, 2004    
|(Dollars in thousands, except share data) 
|                                          
|                                          
|ASSETS                                    
|Current assets:                           
|                                          
|                                          
|                                          
|                                          
|Other assets                              
|                                          
|TOTAL ASSETS                              
|                                          
|                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY      
|Current liabilities:                      
|                                          
|                                          
|                                          
|                                          
|                                          
|Commitments and contingencies             
|                                          
|TOTAL LIABILITIES                         
|                                          
|Stockholders' equity:                     
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|                                          
|                                          
|See notes to financial statements.        
|                                          
|                                          

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|                                                            
|------------------------------------------------------------
|FCCC, INC.                                                  
|                                                            
|STATEMENTS OF OPERATIONS                                    
|(Unaudited)                                                 
|(Dollars in thousands, except share data)                   
|                                                            
|                                                            
|                                                            
|                                                            
|CONTINUING OPERATIONS:                                      
|                                                            
|Income:                                                     
|                                                            
|                                                            
|Total income                                                
|                                                            
|Expense:                                                    
|                                                            
|                                                            
|                                                            
|Total expense                                               
|                                                            
|Income (loss) from continuing operations before income taxes
|Income tax expense                                          
|                                                            
|INCOME (LOSS) FROM CONTINUING OPERATIONS:                   
|                                                            
|DISCONTINUED OPERATIONS:                                    
|                                                            
|Loss from discontinued operations                           
|Income tax expense                                          
|                                                            
|LOSS FROM DISCONTINUED OPERATIONS                           
|                                                            
|                                                            
|NET INCOME (LOSS)                                           
|                                                            
|                                                            
|Per share of common stock:                                  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|Weighted average common shares outstanding:                 
|                                                            
|                                                            
|                                                            
|See notes to financial statements.                          
|                                                            
|                                                            

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|                                             
|---------------------------------------------
|FCCC, INC.                                   
|                                             
|STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|For the three months ended June 30, 2004     
|(Unaudited)                                  
|(Dollars in thousands, except share data)    
|                                             
|                                             
|                                             
|                                             
|                                             
|Balance, March 31, 2004 (audited)            
|                                             
|                                             
|Net loss                                     
|                                             
|                                             
|Balance, June 30, 2004 (unaudited)           
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|See notes to financial statements.           
|                                             
|                                             

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|                                                                           
|---------------------------------------------------------------------------
|FCCC, INC.                                                                 
|                                                                           
|STATEMENTS OF CASH FLOWS                                                   
|(Dollars in thousands)                                                     
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash Flows from Operating Activities:                                      
|Net income (loss)                                                          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Adjustments to reconcile net loss to cash provided by operating activities:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash Flows From Investing Activities:                                      
|                                                                           
|                                                                           
|Cash Flows From Financing Activities:                                      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Supplemental cash flow disclosures:                                        
|                                                                           
|                                                                           
|                                                                           
|See notes to financial statements.                                         
|                                                                           
|                                                                           

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FCCC, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The accompanying condensed financial statements of FCCC, Inc. (the "Company"), formerly known as The First Connecticut Capital Corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-QSB and Article 10-01 of Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

The interim financial statements for the period ended June 30, 2003 reflect the results of the sale consummated as of June 30, 2003 of all the Company's operating assets and liabilities (excluding cash and certain deferred tax assets) (the "Asset Sale") to FCCC Holding Company, LLC, a Connecticut limited liability company ("Holding"), pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended (the "APA"). Simultaneously with the closing of the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of Common Stock, at a price of $1.00 per share, and 5-year Warrants to purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment as defined, at a purchase price of $.01 per Warrant, to Bernard Zimmerman ("Zimmerman"), the current President and Chief Executive Officer of the Company, and Martin Cohen ("Cohen"), the current Chairman of the Board, Treasurer and principal financial officer of the Company, or their affiliates (the "Stock Sale"). As a result of the above transactions, all operating results prior to June 30, 2003 have been reflected as discontinued operations of the Company, as the Company is no longer conducting mortgage lending business operations. In addition, the Company had written off the deferred tax asset totaling $72,000 as of June 30, 2003, as the utilization of the asset was uncertain at that time.

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, 2005 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-KSB for the fiscal year ended March 31, 2004.

Prior to the Asset Sale, the Company was engaged in the mortgage lending business, which involved the origination, purchase, sale and servicing of mortgage loans secured by residential or commercial real estate.

NOTE B - SALE OF COMPANY'S BUSINESS AND ASSETS

On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all its operating assets and liabilities (excluding cash and certain deferred tax assets) to Holding pursuant to the terms of the APA. The purchase price of the assets and liabilities assumed was approximately $1,137,000, excluding cash of $1,067,000 as adjusted. The Company recognized a $50,000 gain from the sale of the operating assets and liabilities to Holding pursuant to the APA. The Company has reflected all amounts due pursuant to the Asset Sale from Holding, and all amounts due from the Stock Sale, as assets as of June 30, 2003. These amounts were paid on July 11, 2003, subject to immaterial post closing adjustments.

NOTE C - STANDSTILL AND TENDER OFFER AGREEMENT

On May 19, 2004, the Company entered into a Standstill and Tender Offer Agreement (the "Standstill Agreement") with Wayfarer Financial Group, Inc. ("Wayfarer"), Cohen, Zimmerman, the Cohen Profit Sharing Plan (the "Cohen Plan") and Bernard Zimmerman & Company, Inc. ("Zimco"; Zimmerman, Cohen, the Cohen Plan and Zimco may be collectively referred to as the "Sellers"). Wayfarer, a newly formed venture based in Sumter, South Carolina, has advised the Company that it is currently in the process of seeking capital to effectuate a tender offer for common stock of the Company.

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Pursuant to the Standstill Agreement, the Company and the Sellers have agreed to a 90-day standstill period (the "Standstill Period") in exchange for a $250,000 cash, non-refundable (subject to the terms and conditions of the Standstill Agreement) standstill fee paid to the Company. The Company has deferred recognition of the standstill fee until the end of the Standstill Period. Wayfarer has indicated that, during the Standstill Period, it intends to effect a tender offer for a minimum of 62% of the issued and outstanding shares of common stock of the Company at a price of $3.05 per share in cash (the "Offer"). Additionally, Wayfarer intends to purchase all 200,000 outstanding warrants to purchase common stock of the Company at a price of $2.55 per warrant, and to cause the acceleration and redemption of all outstanding stock options of the Company. The Cohen Plan and Zimco, affiliates of Cohen and Zimmerman, respectively, have agreed to tender all of their shares of common stock, and Cohen and Zimmerman have agreed to sell all of their warrants (the "Warrants"), to Wayfarer.

Wayfarer is required under the Standstill Agreement to deposit into an escrow account, not later than five (5) business days before an Offer is commenced, funds sufficient to pay (1) the aggregate purchase price for the shares that Wayfarer may be obligated to accept for payment pursuant to the Offer, (2) the aggregate purchase price for the Warrants, (3) the aggregate consideration for the stock options and (4) certain estimated costs and expenses of the Offer.

Additionally under the Standstill Agreement, in the event Wayfarer commences an Offer, upon the purchase of shares of the Company pursuant to the Offer and for so long thereafter as Wayfarer owns in the aggregate more than 50% of the outstanding shares of the Company, Wayfarer shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice, such number of directors corresponding to Wayfarer's percentage ownership of the Company, subject to the terms and restrictions set forth in the Agreement.

Wayfarer is also responsible under the terms of the Standstill Agreement for certain expenses incurred by the Company in connection with an Offer by Wayfarer.



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

FORWARD-LOOKING STATEMENTS

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

RECENT DEVELOPMENTS

As discussed in Note C to the Notes to Condensed Financial Statements, on May 19, 2004, the Company and the Sellers executed and entered into a Standstill and Tender Offer Agreement (a copy of which is attached to the Company's Form 8-K filed on May 20, 2004) with Wayfarer, a newly-formed company based in Sumter, S.C., which has advised the Company that it is currently in the process of seeking capital to effectuate a tender offer for common stock of the Company.

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Pursuant to the Standstill Agreement, the Company and the Sellers have agreed to a 90 day Standstill Period in exchange for a $250,000 cash, non-refundable (subject to the terms and conditions of the Standstill Agreement) standstill fee, which was paid to the Company on May 20, 2004. Wayfarer has indicated that, during the Standstill Period, it intends to: (1) effect a tender offer for a minimum of 62% of the issued and outstanding shares of common stock of the Company at a price of $3.05 per share in cash; (2) purchase all 200,000 outstanding warrants to purchase common stock of the Company at a price of $2.55 per warrant; and (3) cause the acceleration and redemption of all outstanding stock options of the Company. The Cohen Plan and Zimco, affiliates of Cohen and Zimmerman, respectively, have agreed to tender all of their shares of common stock, and Cohen and Zimmerman have agreed to sell all of their Warrants, to Wayfarer.

Wayfarer is required under the Standstill Agreement to deposit into an escrow account, not later than five (5) business days before an Offer is commenced, cash sufficient to pay (1) the aggregate purchase price for the shares that Wayfarer may be obligated to accept for payment pursuant to the Offer, (2) the aggregate purchase price for the Warrants, (3) the aggregate consideration for the stock options and (4) certain estimated costs and expenses of the Offer.

Additionally under the Standstill Agreement, in the event Wayfarer commences an Offer, upon the purchase of shares of the Company pursuant to the Offer and for so long thereafter as Wayfarer owns in the aggregate more than 50% of the outstanding shares of the Company, Wayfarer shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice, such number of directors corresponding to Wayfarer's percentage ownership of the Company, subject to the terms and restrictions set forth in the Standstill Agreement.

Wayfarer is also responsible under the terms of the Standstill Agreement for certain expenses incurred by the Company in connection with this transaction.

ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

The Company has limited operations and, prior to entering into the Standstill Agreement, pursuant to which the Company agreed to, among other things, cease discussions with other merger, acquisition or business combination prospects, the Company had been actively seeking merger, acquisition and business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance.

During the quarter ended June 30, 2004, the Company had a loss from continuing operations of $49,000. The loss is attributable to the legal and operational expenses incurred during the quarter. The Company believes that a comparison of the financial results for the quarter ended June 30, 2004 to that of the prior year would be inappropriate because the financial statements for the Company as of June 30, 2003 were presented as discontinued operations.

Stockholder's equity as of June 30, 2004 is $1,503,000 as compared to $1,552,000 at March 31, 2004. The decrease is attributable to the net loss incurred by the Company during the quarter.

The Company had cash on hand at June 30, 2004 of $1,754,000 as compared to $1,560,000 at March 31, 2004.

On September 30, 2003, the Company paid a special, one-time cash dividend of $0.50 per share. The payment of this cash dividend was a special, one-time dividend paid pursuant to the terms of the APA related to the Company's Asset Sale, referenced in Note A to the Notes to Condensed Financial Statements. The payment of any future cash dividends is subject to the discretion of the Company's Board of Directors, and the Company has no plans to pay any cash dividends in the foreseeable future.

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

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The Company is obligated under a letter of credit issued by the Company to the Town of Fairfield in the amount of $2,750. As a condition to the Asset Sale, the purchaser placed funds in escrow at closing to secure the obligations of the Company under this letter of credit. No amounts have been drawn or are expected to be drawn on this letter of credit.

PLAN OF OPERATION

As noted above, the Company has limited operations. The Company plans to continue as a public entity and, prior to May 19, 2004, had been actively seeking merger, acquisition and business combination opportunities with other operating businesses or other appropriate financial transactions.

On May 19, 2004, the Company entered into the Standstill Agreement, pursuant to which the Company agreed to a 90 day Standstill Period. During the Standstill Period, the Company is obligated, among other things, to cease discussions with other merger, acquisition or business combination prospects. At this time the Company has no other arrangements or understandings with respect to any potential merger, acquisition or business combination candidate.

There can be no assurance that the transaction contemplated by the Standstill Agreement will be consummated, and the Company expects to incur moderate losses each month (other than as may be offset by the $250,000 Standstill Fee from Wayfarer) until either the transaction contemplated by and described in the Standstill Agreement is consummated or the 90 day Standstill Period has expired. In the event the Standstill Period expires without the completion of the transaction, the Company's search for appropriate transactions will recommence, unless the parties mutually agree to an extension of the Standstill Period, which neither is obligated to do.

Additionally, pursuant to the terms of the Stock Purchase Agreement relating to the Stock Sale referred to in Note A to the Notes to Condensed Financial Statements, in the event that the Company is unable to consummate a merger, acquisition or business combination transaction or series of transactions (defined as having an aggregate value in excess of $750,000) within three (3) years of the closing date (subject to a three (3) month extension in the event the Company is then involved in good faith negotiations to consummate a material transaction or transactions), then upon the request of the holders of twenty percent (20%) or more of the outstanding stock of the Company held by non-affiliates of management, the Company will schedule a meeting of stockholders and solicit proxies pursuant to which the stockholders will vote on whether to dissolve and liquidate the Company. The agreement also provides that all shares held by management shall be voted in the same proportion as the non-management shares with respect to such vote.

ITEM 3.  CONTROLS AND PROCEDURES.

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and principal financial officers of the Company concluded that the Company's disclosure controls and procedures were adequate.

The Company has made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and principal financial officers.

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PART II--OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

| | (a) | Exhibits.                                                                                                                       |  |                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------
| |     |                                                                                                                                 |  |                                                         
| |     | Exhibit No.                                                                                                                     |  | Description                                             
| |     |                                                                                                                                 |  |                                                         
| |     |                                                                                                                                 |  |                                                         
| |     | 31.1                                                                                                                            |  | Section 302 Certification of Chief Executive Officer    
| |     | 31.2                                                                                                                            |  | Section 302 Certification of Principal Financial Officer
| |     | 32.1                                                                                                                            |  | Section 906 Certification of Chief Executive Officer    
| |     | 32.2                                                                                                                            |  | Section 906 Certification of Principal Financial Officer
| |     |                                                                                                                                 |  |                                                         
| | (b) | Reports on Form 8-K.                                                                                                            | 
| |     |                                                                                                                                
| |     | Form 8-K filed on April 28, 2004 reporting increase in market price and number of shares traded of FCCC, Inc. common stock.    
| |     |                                                                                                                                
| |     | Form 8-K filed on May 19, 2004 reporting increase in market price and number of shares traded of FCCC, Inc. common stock.      
| |     |                                                                                                                                
| |     | Form 8-K filed on May 20, 2004 reporting execution of Standstill and Tender Offer Agreement with Wayfarer Financial Group, Inc.
| |     |                                                                                                                                
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SIGNATURES

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

| |           
| | ----------
| | FCCC, INC.
| |           
| | By:       



Dated: July 29, 2004

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EXHIBIT INDEX

| |  |             |  |                                                         
| |  | ----------- |  | --------------------------------------------------------
| |  | Exhibit No. |  | Description                                             
| |  |             |  |                                                         
| |  |             |  |                                                         
| |  | 31.1        |  | Section 302 Certification of Chief Executive Officer    
| |  | 31.2        |  | Section 302 Certification of Principal Financial Officer
| |  | 32.1        |  | Section 906 Certification of Chief Executive Officer    
| |  | 32.2        |  | Section 906 Certification of Principal Financial Officer
| |  |             |  |                                                         

















11

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