UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549


________________




FORM
10-Q




(Mark
      One)[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE QUARTERLY PERIOD ENDED JUNE 30, 2010OR[  
      ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _______________ to
    _______________




Commission
File number: 811-0969




FCCC,
      INC.(Exact name of small business
      issuer as specified in its charter)Connecticut
            
            06-0759497(State or other
      jurisdiction
              of incorporation or
      organization)
            
            (I.R.S. Employer Identification
      No.)200
      Connecticut Avenue, Norwalk, Connecticut 06854(Address of principal executive
      offices)(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   Yes
[   ]   No [   ]




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, 2010,
was: 1,561,022




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





FCCC,
INC.




FORM
10-Q




INDEX




PageITEM
      1.
            
            RECENT
      DEVELOPMENTS AND FINANCIAL STATEMENTS
            1Balance
      Sheets
            2Statements
      of Operations
            3Statements
      of Changes in Stockholders’ Equity
            4Statements
      of Cash Flows
            5Notes
      to Condensed Financial Statements
            6-7ITEM
      2.
            
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            8-9ITEM
      3.
            
            CONTROLS
      AND PROCEDURES
            9SIGNATURES
            10EXHIBIT
      INDEX
            11EXHIBITS






ii


ITEM
1.  RECENT DEVELOPMENTS AND FINANCIAL STATEMENTS.




The Board
of Directors of “the Company” declared a Special Cash Distribution on July 10,
2009, to all stockholders of record as of July 24, 2009, of $0.80 per share in
cash, of the Company’s outstanding Common Stock.  The distribution was
effectuated on or about August 7, 2009 (the “Distribution Date”).  The
amount of the total distribution was approximately $1,249,000.




After the
payment of this special distribution, FCCC, Inc. had cash funds on September 30,
2009 of approximately $284,000 and will continue to seek opportunities,
including, without limitation, a merger, reverse merger, acquisition or other
financial transaction with an operating business.    The
cash funds of the company at fiscal year end March 31, 2010 were $250,000 and at
June 30, 2010 were $236,000.




Lawrence
Yurdin and Martin Cohen, members of the Board of Directors of the Company,
tendered their resignations as directors by letters dated June 30, 2009 and July
1, 2009, respectively.  The letters were held in escrow and the
resignations became effective on the Distribution Date (August 7, 2009) and they
are no longer associated with the Company, other than as
shareholders.




1




FCCC, INC.


BALANCE
SHEETS
 (Dollars in thousands,
except share data)


June
      30,
              2010
              (Unaudited)
            
            
            March
      31,
              2010
              (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            236
            
            
            $
            250Total
      current assets
            
            
            236
            
            
            
            250Other
      assets
            
            
            1
            
            
            
            1TOTAL
      ASSETS
            
            $
            237
            
            
            $
            251LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable and other accrued expenses
            
            $
            13
            
            
            $
            12Total
      current liabilities
            
            
            13
            
            
            
            12Commitments
      and contingencies
            
            
            -
            
            
            
            -TOTAL
      LIABILITIES
            
            $
            13
            
            
            $
            12Stockholders’
      equity:Common
      stock, no par value, stated value $.50 per share,authorized
      22,000,000 shares, issued and outstanding1,561,022
      shares at June 30, 2010 and March 31, 2010
            
            
            781
            
            
            
            781Additional
      paid-in capital
            
            
            8,035
            
            
            
            8,035Accumulated
      deficit
            
            
            (8,592
            )
            
            
            (8,577
            )Total
      stockholders’ equity
            
            
            224
            
            
            
            239TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            237
            
            
            $
            251




See notes to financial
statements.




2


FCCC,
INC.


STATEMENTS
OF OPERATIONS


(Unaudited)


(Dollars in thousands,
except share data)




Three
      Months Ended June 30,2010
            
            
            2009Income:Interest
      income
            
            $
            1
            
            
            $
            5Total
      income
            
            
            1
            
            
            
            5Expense:Operating
      and administrative expenses
            
            
            13
            
            
            
            13Legal
      expenses
            
            
            3
            
            
            
            3Total
      expense
            
            
            16
            
            
            
            16Loss
      before income taxes
            
            
            (15
            )
            
            
            (11
            )Income
      tax expense
            
            
            -
            
            
            
            -Net
      Loss
            
            $
            (15
            )
            
            $
            (11
            )Basic
      and Diluted loss per share
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      average common shares outstanding:Basic
      and Diluted
            
            
            1,561,022
            
            
            
            1,561,022




See notes to financial
statements.




3





FCCC,
INC.
  STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
 (Dollars in thousands,
except share data)


Common
      Stock
            
            
            Paid-in
            
            
            Accumulated
            
            
            TotalShares
            
            
            Amount
            
            
            Capital
            
            
            DeficitBalance,
      March 31, 2007 (audited)
            
            
            1,423,382
            
            
            $
            712
            
            
            $
            9,330
            
            
            $
            (8,441
            )
            
            $
            1,601Net
      loss - Year ended
              March
      31,  2008 (audited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (12
            )
            
            
            (12
            )Exercise
      of Stock Options –
              September
      2007
            
            
            28,000
            
            
            
            14
            
            
            
            9
            
            
            
            -
            
            
            
            23Balance,  March
      31, 2008 (audited)
            
            
            1,451,382
            
            
            $
            726
            
            
            $
            9,339
            
            
            $
            (8,453
            )
            
            $
            1,612Exercise
      of Warrants
            
            
            109,640
            
            
            
            55
            
            
            
            (55
            )
            
            
            -
            
            
            
            -Net
      loss – Year ended
              March
      31, 2009 (audited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (51
            )
            
            
            (51
            )Balance,
      March 31, 2009 (audited)
            
            
            1,561,022
            
            
            $
            781
            
            
            $
            9,284
            
            
            $
            (8,504
            )
            
            $
            1,561Net
      Loss – Year Ended
              March
      31, 2010 (audited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (73
            )
            
            
            (73
            )Cash
      Distribution – August 2009
            
            
            -
            
            
            
            -
            
            
            
            (1,249
            )
            
            
            -
            
            
            
            (1,249
            )Balance,
      March 31, 2010 (audited)
            
            
            1,561,022
            
            
            $
            781
            
            
            $
            8,035
            
            
            $
            (8,577
            )
            
            $
            239Net
      loss – Three months ended
              June
      30, 2010 (unaudited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            (15
            )
            
            $
            (15
            )Balance
      – June 30, 2010
              (unaudited)
            
            
            1,561,022
            
            
            $
            781
            
            
            $
            8,035
            
            
            $
            (8,592
            )
            
            $
            224




See notes to financial
statements.




4




FCCC, INC




STATEMENTS
OF CASH FLOWS
 (Dollars in
thousands)


(unaudited)




Three
      Months Ended June 30,2010
            
            
            2009Cash
      Flows from Operating Activities:Loss
      from operations
            
            $
            (15
            )
            
            $
            (11
            )Net
      Loss
            
            
            (15
            )
            
            
            (11
            )Adjustments
      to reconcile net loss to cash used in operating
activities:Changes
      in assets and liabilities:Accrued
      interest receivable
            
            
            -
            
            
            
            2Accounts
      payable and accrued expenses
            
            
            1
            
            
            
            (5
            )Net
      cash used in operating activities
            
            
            (14
            )
            
            
            (14
            )Cash
      Flows From Investing Activities:
            
            
            -
            
            
            
            -Cash
      Flows From Financing Activities:
            
            
            -
            
            
            
            -Net
      decrease in cash and cash equivalents
            
            
            (14
            )
            
            
            (14
            )Cash
      and cash equivalents, beginning of period
            
            
            250
            
            
            
            1,572Cash
      and cash equivalents, end of period
            
            $
            236
            
            
            $
            1,558Supplemental
      cash flow disclosures:Cash
      payments of interest
            
            $
            -
            
            
            $
            -Cash
      payments of income taxes
            
            $
            -
            
            
            $
            -





See notes to financial
statements.




5





FCCC,
INC.





NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS   (Unaudited)





NOTE
A - 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 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, 2011 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,
2010.








NOTE
B - RELATED PARTY TRANSACTIONS





The
Company currently has one executive officer, who 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.   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.








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 former Director of the Company, respectively, or their
affiliates.






NOTE
D – NEW PRONOUNCEMENTS AND SHARE BASED AWARDS





Recently Issued Accounting
Pronouncements:




In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-01, Accounting
for Distributions to Shareholders with Components of Stock and Cash-a consensus
of the FASB Emerging Issues Task Force,(Topic 505).This Accounting
Standards Update clarifies that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earning Per Share). The Company is currently evaluating the
impact of ASU 2010-01 on the Company’s financial statements.




6





In
June 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-01, Topic 105 —
Generally Accepted Accounting Principles — amendments based on Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.This ASU reflected the issuance of FASB Statement No. 168. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for the issuance of FASB Statement No. 168, The FASB Accounting Standards
Codification TMand the
Hierarchy of Generally Accepted Accounting Principles.This Accounting
Standards Update includes Statement 168 in its entirety, including the
accounting standards update instructions contained in Appendix B of the
Statement. The Codification does not change current U.S. GAAP, but is intended
to simplify user access to all authoritative U.S. GAAP by providing all the
authoritative literature related to a particular topic in one place. The
Codification is effective for interim and annual periods ending after
September 15, 2009, and as of the effective date, all existing accounting
standard documents will be superseded. The Codification is effective for the
Company in the second quarter of 2009, and accordingly, our Quarterly Report on
Form 10-Q for the quarter ending September 30, 2009 and all subsequent
public filings will reference the Codification as the sole source of
authoritative literature.




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




Earnings Per Common
Share:





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





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


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





Share Based
Awards:





The
company adopted “Share-Based
Payment” FASB ASC 718 (formerly, FAS 123(R)), ASC 718 requires expense
for all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair
values.  Pro forma disclosure is no longer an
alternative.  For the Company, this statement was effective as of
April 1, 2006.  The Company adopted the modified prospective method,
under which compensation cost is recognized beginning with the effective
date.  The modified prospective method recognizes compensation cost
based on the requirements of ASC 718 for all share-based payments granted after
the effective date and, based on the requirements of ASC 718, for all awards
granted to employees prior to the effective date that remain unvested on the
effective date.  The Company does not expect to record any significant
expenses under ASC 718 for options currently outstanding.  However,
the amount of expense recorded under ASC 718 will depend upon the number of
options granted in the future and their valuation.





7


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 is actively seeking merger, reverse merger,
acquisition or business combination opportunities with an operating business or
other financial transaction opportunities. Until a transaction is effectuated,
the Company does not expect to have significant operations. Accordingly, during
such period, the Company does not expect to achieve sufficient income to offset
its operating expenses, resulting in operating losses requiring the Company to
use and thereby reduce its cash balance.  For further information on
the Company’s plan of operation and business, see Item 1, Current
Business.  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 a loss of between $15,000 to $20,000
per quarter.





During
the quarter ended June 30, 2010, the Company had a loss from operations of
$(15,000).  The loss is attributable to the operational and
administrative expenses incurred during the quarter less interest income earned.
During the quarter ended June 30, 2009, the loss from operations was
$(11,000).  The increased loss in the current quarter is primarily due
to a decrease in interest income received due to lower rates on invested funds
and less funds available for investment due to the cash distribution of
$1,249,000 in August 2009.





Stockholder’s
equity as of June 30, 2010 was $224,000 as compared to $239,000 at March 31,
2010. The decrease is attributable to the net loss incurred by the Company
during the quarter.





The
Company had cash on hand at June 30, 2010 of $236,000 as compared to $250,000 at
March 31, 2010.  The decrease in cash on hand is due to losses
sustained by the Company in the current quarter.  The Company used
approximately $1,249,000 of cash on hand at June 30, 2009 to pay the special
cash distribution on August 7, 2009 (See “Recent Developments” – Pages 1 and
2).





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 distribution is subject to the discretion of the Company’s
Board of Directors.  At this time the Company has no plans to pay any
additional cash distributions in the foreseeable future.





SUBSEQUENT
EVENTS





The
Company has evaluated events that occurred subsequent to June 30, 2010, through
the financial statement issue date of
­­­­­­­­­­­­­­August 6,
2010 and determined that there were no recordable or reportable subsequent
events.





8





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 an operating business 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 does not expect to achieve sufficient income to offset
its operating expenses, which will create operating losses requiring the Company
to use and thereby reduce its cash on hand.








ITEM 3.  CONTROLS AND
PROCEDURES.




Report of
Management on Internal Controls Over Financial Reporting




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




The
Company’s management assessed the effectiveness of the Company’s internal
controls over financial reporting as of June 30, 2010 and for the fiscal year
ended March 31, 2010 and concluded that such internal controls are
effective.  In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway
Commission in Internal Controls – Integrated Framework.




9


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:
                graphicName: Bernard
      ZimmermanTitle:
      President, Chief Executive Officer and
                    Principal
      Financial Officer
 Dated:   August
6, 2010
  10





EXHIBIT INDEX





Exhibit
      No.
            
            Description31.1
            
            Certificate
      of the Principal Executive and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certificate
      of the Principal Executive and Principal Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.







11