UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

---

# FORM 10-Q

|(Mark One) |                                                                                          | 
|---------- | ---------------------------------------------------------------------------------------- | 
||X|        | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934   | 
|           |                                                                                          | 
|           | FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008                                             | 
|           |                                                                                          | 
|           | 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: 811-0969                                                         | 

|FCCC, INC.                                                       
|-----------------------------------------------------------------
|                                                                 
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|Connecticut                                                      
|                                                                 
|(State or other jurisdictionof 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 |X|   No |_|

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

The number of shares outstanding of the issuer's Common Stock, as of July 31, 2008, was: 1,561,022

---



# FCCC, INC.

# FORM 10-Q

# INDEX

|        |  |                                                           | Page
|------- |  | --------------------------------------------------------- | ----
|        |  |                                                           |     
|ITEM 1. |  | FINANCIAL STATEMENTS                                      |     
|        |  | 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                                   | 7   
|        |  |                                                           |     
|        |  | SIGNATURES                                                | 8   
|        |  |                                                           |     
|        |  | EXHIBIT INDEX                                             | 9   
|        |  |                                                           |     
|        |  | EXHIBITS                                                  |     

---



## ITEM 1.    FINANCIAL STATEMENTS.

# FCCC, INC.BALANCE SHEETS(Dollars in thousands, except share data)

|                                                                                                                                                                                                                                          |             |         |           |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------- | --------- | - | -------
|                                                                                                                                                                                                                                          | June 30,    |         | March 31,
|                                                                                                                                                                                                                                          | 2008        |         | 2008     
|                                                                                                                                                                                                                                          | (Unaudited) |         | (Audited)
|                                                                                                                                                                                                                                          |             |         |          
|ASSETS                                                                                                                                                                                                                                    |             |         |           |   |        
|Current assets:                                                                                                                                                                                                                           |             |         |           |   |        
|Cash and cash equivalents                                                                                                                                                                                                                 | $           | 1,603   |           | $ | 1,622  
|Accrued interest receivable                                                                                                                                                                                                               |             | 6       |           |   |       
|                                                                                                                                                                                                                                          |             |         |          
|Total current assets                                                                                                                                                                                                                      |             | 1,609   |           |   | 1,622  
|                                                                                                                                                                                                                                          |             |         |           |   |        
|Other assets                                                                                                                                                                                                                              |             | 1       |           |   | 1      
|                                                                                                                                                                                                                                          |             |         |          
|TOTAL ASSETS                                                                                                                                                                                                                              | $           | 1,610   |           | $ | 1,623  
|                                                                                                                                                                                                                                          |             |         |          
|                                                                                                                                                                                                                                          |             |         |           |   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                      |             |         |           |   |        
|Current liabilities:                                                                                                                                                                                                                      |             |         |           |   |        
|Accounts payable and other accrued expenses                                                                                                                                                                                               |             | 9       |           |   | 11     
|                                                                                                                                                                                                                                          |             |         |          
|Total current liabilities                                                                                                                                                                                                                 |             | 9       |           |   | 11     
|                                                                                                                                                                                                                                          |             |         |           |   |        
|Commitments and contingencies                                                                                                                                                                                                             |             |        |           |   |       
|                                                                                                                                                                                                                                          |             |         |          
|TOTAL LIABILITIES                                                                                                                                                                                                                         |             | 9       |           |   | 11     
|                                                                                                                                                                                                                                          |             |         |           |   |        
|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 June 30, 2008 and
                
1,451,382 shares at March 31, 2008 |             | 781     |           |   | 726    
|Additional paid-in capital                                                                                                                                                                                                                |             | 9,284   |           |   | 9,339  
|Accumulated deficit                                                                                                                                                                                                                       |             | (8,464) |           |   | (8,453)
|                                                                                                                                                                                                                                          |             |         |          
|Total stockholders' equity                                                                                                                                                                                                                |             | 1,601   |           |   | 1,612  
|                                                                                                                                                                                                                                          |             |         |           |   |        
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                | $           | 1,610   |           | $ | 1,623  
|                                                                                                                                                                                                                                          |             |         |          

See notes to financial statements.

---



FCCC, INC.
STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except share data)

|                                            | Three Months Ended June 30,
|------------------------------------------- | ---------------------------
|                                            |                            
|                                            | 2008                       
|                                            |                            
|Income:                                     |                            
|Interest income                             | $                          
|                                            |                            
|Total income                                |                            
|                                            |                            
|Expense:                                    |                            
|Operating and administrative expenses       |                            
|Legal expenses                              |                            
|                                            |                            
|Total expense                               |                            
|                                            |                            
|Income (loss) before income taxes           |                            
|Income tax expense                          |                            
|                                            |                            
|                                            |                            
|NET INCOME (LOSS)                           | $                          
|                                            |                            
|                                            |                            
|Basic and Diluted earning (loss) per share  | $                          
|                                            |                            
|                                            |                            
|Weighted average common shares outstanding: |                            
|Basic and Diluted                           |                            

See notes to financial statements.

---



FCCC, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the three months ended June 30, 2008
(Dollars in thousands, except share data)

|                                                  |  | Common Stock |   | Paid-in |   | Accumulated |   | Total  
|------------------------------------------------- |  | ------------ | - | ------- | - | ----------- | - | -------
|                                                  |  | Shares       |   | Amount  |   | Capital     |   | Deficit
|                                                  |  |              |   |         |   |             |   |        
|Balance, March 31, 2007                           |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,416)
|                                                  |  |              |   |         |   |             |   |        
|Net loss - Year ended March 31, 2007
(audited)    |  |             |   |        |   |            |   | (25)   
|                                                  |  |              |   |         |   |             |   |        
|Balance, March 31, 2007                           |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,441)
|                                                  |  |              |   |         |   |             |   |        
|Net loss - Year ended March 31,  2008
(audited)   |  |             |   |        |   |            |   | (12)   
|                                                  |  |              |   |         |   |             |   |        
|Exercise of Stock Options -September
2007         |  | 28,000       |   | 14      |   | 9           |   |       
|                                                  |  |              |   |         |   |             |   |        
|Balance,  March 31, 2008                          |  | 1,451,382    | $ | 726     | $ | 9,339       | $ | (8,453)
|                                                  |  |              |   |         |   |             |   |        
|Net loss for the three months ended
June 30, 2008 |  |              |   |         |   |             |   | (11)   
|                                                  |  |              |   |         |   |             |   |        
|Exercise of Warrants
 April - May 2008            |  | 109,640      |   | 55      |   | (55)        |   |       
|                                                  |  |              |   |         |   |             |   |        
|Balance, June 30, 2008                            |  | 1,561,022    | $ | 781     | $ | 9,284       | $ | (8,464)
|                                                  |  |              |   |         |   |             |   |        

See notes to financial statements.

---



# FCCC, INCSTATEMENTS OF CASH FLOWS(Dollars in thousands)(unaudited)

|                                                                            |                             |       |      |   |      
|--------------------------------------------------------------------------- | --------------------------- | ----- | ---- | - | -----
|                                                                            | Three Months Ended June 30,
|                                                                            |                            
|                                                                            | 2008                        |       | 2007
|                                                                            |                             |       |     
|Cash Flows from Operating Activities:                                       |                             |       |      |   |      
|Net income (loss)                                                           | $                           | (11)  |      | $ | (2)  
|                                                                            |                             |       |     
|                                                                            |                             |       |      |   |      
|Income (loss)                                                               |                             | (11)  |      |   | (2)  
|                                                                            |                             |       |      |   |      
|Adjustments to reconcile net loss to cash provided by operating activities: |                             |       |      |   |      
|Changes in assets and liabilities:                                          |                             |       |      |   |      
|Accrued interest receivable                                                 |                             | (6)   |      |   | (5)  
|Accounts payable and accrued expenses                                       |                             | (2)   |      |   | 4    
|                                                                            |                             |       |     
|Net cash provided by (used in) operating activities                         |                             | (19)  |      |   | (3)  
|                                                                            |                             |       |     
|                                                                            |                             |       |      |   |      
|Cash Flows From Investing Activities:                                       |                             |      |      |   |     
|                                                                            |                             |       |     
|                                                                            |                             |       |      |   |      
|Cash Flows From Financing Activities:                                       |                             |      |      |   |     
|                                                                            |                             |       |     
|                                                                            |                             |       |      |   |      
|Net increase (decrease) in cash and cash equivalents                        |                             | (19)  |      |   | (3)  
|Cash and cash equivalents, beginning of period                              |                             | 1,622 |      |   | 1,605
|                                                                            |                             |       |     
|Cash and cash equivalents, end of period                                    | $                           | 1,603 |      | $ | 1,602
|                                                                            |                             |       |     
|                                                                            |                             |       |      |   |      
|Supplemental cash flow disclosures:                                         |                             |       |      |   |      
|Cash payments of interest                                                   | $                           |      |      | $ |     
|Cash payments of income taxes                                               | $                           |      |      | $ | (3)  

See notes to financial
statements.

---



# 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-Q and Article 10-01 of
Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they
do not include all of the information and notes required by GAAP for complete financial
statements.

In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a fair
representation have been included herein. Operating results are not necessarily indicative
of the results which may be expected for the year ending March 31, 2009 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, 2008.

# NOTE B  RELATED
PARTY TRANSACTIONS

The Company had two executive
officers, one of whom has a consulting arrangement with the Company. Specifically, on July
1, 2003, the Company and Mr. Bernard Zimmerman, currently the President, Chief Executive
Officer and Principal Financial Officer of the Company, entered into a Consulting
Agreement (the Zimmerman Consulting Agreement) which provided for monthly
payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary
out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July
1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting
Agreement, on a month-to-month basis. Mr. Martin Cohen, currently a director of the
Company, had a similar consulting agreement. Effective March 31, 2007, the Consulting
Agreement by and between the Company and Mr. Cohen, entered into on July 1, 2003 (the
Cohen Consulting Agreement), which provided for monthly payments of $2,000 to
Mr. Cohen plus reasonable and necessary out-of-pocket expenses was terminated. Management
of the Company expects to use consultants, attorneys and accountants as necessary, and it
is not expected that FCCC will have any full-time or other employees, except as may be the
result of completing a transaction.

During the quarter ended June 30,
2008, the Company accrued for its four outside directors a total of $2,400 in connection
with board and audit committee attendance for the quarter ended June 30, 2008.

# NOTE C  EXERCISE
OF WARRANTS

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

# NOTE D  NEW
PRONOUNCEMENTS AND SHARE BASED AWARDS

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities. This Statement permits entities to choose to measure many financial
instruments at fair value. Unrealized gains and losses on items for which this option has
been elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact of SFAS
159 on its financial statements.

In December 2007, the FASB issued
SFAS No. 141(R), Business Combinations, which replaces SFAS No. 141, which,
among other things, establishes principles and requirements for how an acquirer entity
recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed (including intangibles) and any noncontrolling interests in the
acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The Company is currently evaluating what impact
the adoption of SFAS No. 141(R) will have on the financial statements.

---



Share Based Awards:

On December 16, 2004, the Financial
Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised
2004), Share-Based Payment (SFAS 123(R)), which is a revision of
FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) 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 SFAS 123(R)
for all share-based payments granted after the effective date and, based on the
requirements of SFAS 123, 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 SFAS 123(R) for options currently outstanding. However, the
amount of expense recorded under SFAS 123(R) will depend upon the number of options
granted in the future and their valuation.

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

# FORWARD-LOOKING
STATEMENTS

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

# ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION

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

During the quarter ended June 30,
2008, the Company had a loss from operations of $11,000. The loss is attributable to the
operational and administrative expenses incurred during the quarter less interest income
earned and taxes paid. During the quarter ended June 30, 2007, the loss from operations
was $2,000. The net increase in the loss in the current quarter is primarily due to a
decrease in interest income received due to lower rates on invested funds.

Stockholders equity as of June
30, 2008 is $1,601,000 as compared to $ 1,612,000 at March 31, 2008. The decrease is
attributable to the net loss incurred by the Company during the quarter.

---



The Company had cash on hand at June
30, 2008 of $1,603,000 as compared to $1,622,000 and $1,602,000 at March 31, 2008 and June
30, 2007, respectively. The decrease in cash on hand is due to losses sustained by the
Company in those respective periods offset by the cash received upon the exercise of stock
options in the second quarter of 2009 and the increase in accrued interest receivable in
the current 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 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.

# PLAN OF OPERATION

As noted above, the Company has
limited operations. The Company plans to continue as a public entity and continues to seek
merger, acquisition and business combination opportunities with other operating businesses
or other appropriate financial transactions. Until such an acquisition or business
combination is effectuated, the Company does not expect to have significant operations.
Accordingly, during such period, the Company may not achieve sufficient income to offset
its operating expenses, which could create operating losses that may require the Company
to use and thereby reduce its cash on hand.

# 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.

---



# 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: August 5, 2008 |  |           

---



# EXHIBIT INDEX

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

---