---

# FORM 10-QSB

|(Mark One) |                                                                                          | 
|---------- | ---------------------------------------------------------------------------------------- | 
|           | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  | 
|           |                                                                                          | 
|           | FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006                                             | 
|           |                                                                                          | 
|           | 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    No

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

The number of shares outstanding of the issuers Common Stock, as of July 31, 2006, was: 1,423,382

Transitional Small Business Format: Yes    No

---



# 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 | 5   
|                             |  |                                                           |     
|ITEM 3.                      |  | CONTROLS AND PROCEDURES                                   | 7   
|                             |  |                                                           |     
|PART IIOTHER INFORMATION   
|                             |  |                                                           |     
|ITEM 6.                      |  | EXHIBITS AND REPORTS ON FORM 8-K                          | 8   
|                             |  |                                                           |     
|                             |  | SIGNATURES                                                | 9   
|                             |  |                                                           |     
|                             |  | EXHIBIT INDEX                                             | 10  

---



# PART IFINANCIAL INFORMATION

## ITEM 1.  FINANCIAL STATEMENTS.

# FCCC, INC.BALANCE SHEETS
As of June 30, 2006 and March 31, 2006(Dollars in thousands, except share data)

|                                                                                                                                                                 |             |         |           |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------- | --------- | - | -------
|                                                                                                                                                                 | June 30,    |         | March 31,
|                                                                                                                                                                 | 2006        |         | 2006     
|                                                                                                                                                                 | (Unaudited) |         | (Audited)
|                                                                                                                                                                 |             |         |           |   |        
|ASSETS                                                                                                                                                           |             |         |           |   |        
|Current assets:                                                                                                                                                  |             |         |           |   |        
|Cash and cash equivalents                                                                                                                                        | $           | 1,619   |           | $ | 1,628  
|Accrued interest receivable                                                                                                                                      |             | 6       |           |   | 11     
|                                                                                                                                                                 |             |         |           |   |        
|Total current assets                                                                                                                                             |             | 1,625   |           |   | 1,639  
|                                                                                                                                                                 |             |         |           |   |        
|Other assets                                                                                                                                                     |             | 1       |           |   | 1      
|                                                                                                                                                                 |             |         |           |   |        
|TOTAL ASSETS                                                                                                                                                     | $           | 1,626   |           | $ | 1,640  
|                                                                                                                                                                 |             |         |           |   |        
|                                                                                                                                                                 |             |         |           |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |             |         |           |   |        
|Current liabilities:                                                                                                                                             |             |         |           |   |        
|Accounts payable and other accrued expenses                                                                                                                      |             | 5       |           |   | 14     
|                                                                                                                                                                 |             |         |           |   |        
|Total current liabilities                                                                                                                                        |             | 5       |           |   | 14     
|                                                                                                                                                                 |             |         |           |   |        
|Commitments and contingencies                                                                                                                                    |             | -       |           |   | -      
|                                                                                                                                                                 |             |         |           |   |        
|TOTAL LIABILITIES                                                                                                                                                |             | 5       |           |   | 14     
|                                                                                                                                                                 |             |         |           |   |        
|Stockholders equity:                                                                                                                                            |             |         |           |   |        
|Common stock, no par value, stated value $.50 per share,
                
authorized 22,000,000 shares, issued and outstanding
                
1,423,382 shares |             | 712     |           |   | 712    
|Additional paid-in capital                                                                                                                                       |             | 9,330   |           |   | 9,330  
|Accumulated deficit                                                                                                                                              |             | (8,421) |           |   | (8,416)
|                                                                                                                                                                 |             |         |           |   |        
|Total stockholders equity                                                                                                                                       |             | 1,621   |           |   | 1,626  
|                                                                                                                                                                 |             |         |           |   |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                       | $           | 1,626   |           | $ | 1,640  
|                                                                                                                                                                 |             |         |           |   |        

See notes to financial statements.

---



# FCCC, INC.

# STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except share data)

|                                            | Three Months Ended June 30,
|------------------------------------------- | ---------------------------
|                                            |                            
|                                            | 2006                       
|                                            |                            
|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)                           | $                          
|                                            |                            
|                                            |                            
|Per share of common stock:                  |                            
|Basic                                       | $                          
|                                            |                            
|Diluted                                     | $                          
|                                            |                            
|                                            |                            
|Weighted average common shares outstanding: |                            
|Basic                                       |                            
|Diluted                                     |                            

See notes to financial statements.

---



# FCCC, INC.

# STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITYFor the three months ended June 30, 2006
(Dollars in thousands, except share data)

|                                                              |  | Common Stock |   | Paid-in |   | Accumulated |   | TotalStockholders
|------------------------------------------------------------- |  | ------------ | - | ------- | - | ----------- | - | ------------------
|                                                              |  | Shares       |   | Amount  |   | Capital     |   | Deficit           
|                                                              |  |              |   |         |   |             |   |                   
|Balance, March 31, 2006 (audited)                             |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,416)           
|                                                              |  |              |   |         |   |             |   |                   
|Net loss for the three months ended
June 30, 2006 (unaudited) |  | -            |   | -       |   | -           |   | (5)               
|                                                              |  |              |   |         |   |             |   |                   
|Balance, June 30, 2006 (unaudited)                            |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,421)           
|                                                              |  |              |   |         |   |             |   |                   

See notes to financial statements.

---



# FCCC, INC

# STATEMENTS OF CASH FLOWS
(Dollars in thousands)(unaudited)

|                                                                            |                             |       |  |   |      
|--------------------------------------------------------------------------- | --------------------------- | ----- |  | - | -----
|                                                                            | Three Months Ended June 30,
|                                                                            |                            
|                                                                            |                             | 2006  |  |   | 2005 
|                                                                            |                             |       |  |   |      
|Cash Flows from Operating Activities:                                       |                             |       |  |   |      
|Net income (loss)                                                           | $                           | (5)   |  | $ | (14) 
|                                                                            |                             |       |  |   |      
|Income (loss)                                                               |                             | (5)   |  |   | (14) 
|                                                                            |                             |       |  |   |      
|Adjustments to reconcile net loss to cash provided by operating activities: |                             |       |  |   |      
|Changes in assets and liabilities:                                          |                             |       |  |   |      
|Accrued interest receivable                                                 |                             | 5     |  |   | 6    
|Accounts payable and accrued expenses                                       |                             | (9)   |  |   | (18) 
|                                                                            |                             |       |  |   |      
|Net cash provided by (used in) operating activities                         |                             | (9)   |  |   | (26) 
|                                                                            |                             |       |  |   |      
|                                                                            |                             |       |  |   |      
|Cash Flows From Investing Activities:                                       |                             | -     |  |   | -    
|                                                                            |                             |       |  |   |      
|                                                                            |                             |       |  |   |      
|Cash Flows From Financing Activities:                                       |                             | -     |  |   | -    
|                                                                            |                             |       |  |   |      
|                                                                            |                             |       |  |   |      
|Net increase (decrease) in cash and cash equivalents                        |                             | (9)   |  |   | (26) 
|Cash and cash equivalents, beginning of period                              |                             | 1,628 |  |   | 1,685
|                                                                            |                             |       |  |   |      
|Cash and cash equivalents, end of period                                    | $                           | 1,619 |  | $ | 1,659
|                                                                            |                             |       |  |   |      
|                                                                            |                             |       |  |   |      
|Supplemental cash flow disclosures:                                         |                             |       |  |   |      
|Cash payments of interest                                                   | $                           | -     |  | $ | -    
|Cash payments of income taxes                                               | $                           | -     |  | $ | 9    

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-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.

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, 2007 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, 2006.

# NOTE B  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). Pursuant to the Standstill Agreement, the Company
and the Sellers agreed to a 90-day standstill period (the Standstill Period)
in exchange for a $250,000 non-refundable (subject to the terms and conditions of the
Standstill Agreement) cash standstill fee paid to the Company, during which time Wayfarer
had planned, among other things, 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.

On August 17, 2004, the Standstill
Agreement expired without Wayfarer having commenced a tender offer.

The Company recorded fee income of
$250,000 during the quarterly period ended September 30, 2004 attributable to the
standstill fee, the recognition of which was previously deferred at June 30, 2004 pending
the expiration or consummation of the transactions contemplated by the Standstill
Agreement.

# NOTE C  RELATED
PARTY TRANSACTIONS

On July 1, 2003, the Company entered
into consulting agreements with the Companys President and Chairman of the Board.
The agreements terminated on July 1, 2006 as defined, and stipulated monthly payments of
$2,000 to each individual plus reasonable and necessary out-of-pocket expenses. Fees
related to these agreements totaled $12,000 for the three months ended June 30, 2006 and
2005. The Board of Directors authorized the extension of the consulting agreements on a
month to month basis, with terms and conditions substantially similar to those of the
previous agreements.

During the quarter ended June 30,
2006, the Company paid its three outside directors a total of $3,000 in connection with
board and audit committee attendance for the fiscal year ended March 31, 2006.

NOTE D  NEW
ACCOUNTING POLICY  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 is effective
and was adopted as of April 1, 2006. The Company has 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 for all awards
granted to employees prior to the effective date that remain unvested on the effective
date.

---



Prior to the effective date, the
Company accounted for stock-based compensation granted to employees and directors under
Accounting Principles Board (APB) Opinion No. 25 Accounting for Stock
Issued to Employees and related interpretations as permitted by SFAS 123.
Accordingly, because the exercise price of the options equaled the fair value of the
underlying shares at the date of grant, no compensation cost was recognized by the Company
for stock based compensation. As required by SFAS 123, the Company presented certain pro
forma information for stock-based compensation in the notes to the financial statements.

Effective April 1, 2006, the Company
adopted the fair-value recognition provisions of SFAS 123R, using the modified-prospective
transition method. Under this transition method, stock-based compensation cost will be
recognized for all share based payments issued after April 1, 2006. Such compensation cost
would include the estimated expense for the portion of the vesting period after April 1,
2006 for share-based payments granted prior to, but not vested as of April 1, 2006, based
on the grant date fair value estimated in accordance with SFAS 123. Results from prior
periods have not been restated, as provided under the modified-prospective method.

The Company has not issued any new
share based payments during the quarter ended June 30, 2006. In addition, based on
analysis of all share-based payments issued prior to April 1, 2006, it was determined the
adoption of SFAS 123R was immaterial in nature for both periods ended June 30, 2006 and
2005. Accordingly, the Company has not recorded any compensation cost for the three months
ended June 30, 2006.

# 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, resulting in operating losses that may require the
Company to use and thereby reduce its cash balance.

During the quarter ended June 30,
2006, the Company had a loss from operations of $5,000. The loss is attributable to the
operational and administrative expenses incurred during the quarter less income interest
earned. During the quarter ended June 30, 2005, the loss from operations was $14,000. The
net decrease in the current quarter is primarily due to an increase in interest income.

---



Stockholders equity as of June
30, 2006 is $ 1,621,000 as compared to $1,626,000 at March 31, 2006. The decrease is
attributable to the net loss incurred by the Company during the quarter.

The Company had cash on hand at June
30, 2006 of $1,619,000 as compared to $1,628,000 and $1,659,000 at March 31, 2006 and June
30, 2005, respectively.

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.

---



# 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.
| | --------------------------
| |                           

| | None. |  | 
| | ----- |  | 

---



# 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 31, 2006 |  |           

---



# 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

---