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, 2009                                             | 
|           |                                                                                          | 
|           | 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 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, 2009, was: 1,561,022

Transitional Small Business Format: Yes |_|    No |X|



# FCCC, INC.

# FORM 10-Q

# INDEX

|        |  |                                                           | Page
|------- |  | --------------------------------------------------------- | ----
|        |  |                                                           |     
|ITEM 1. |  | RECENT DEVELOPMENTS AND FINANCIAL STATEMENTS              | 1   
|        |  | Balance Sheets                                            | 2   
|        |  | Statements of Operations                                  | 3   
|        |  | Statements of Changes in Stockholders' Equity             | 4   
|        |  | Statements of Cash Flows                                  | 5   
|        |  | Notes to Condensed Financial Statements                   | 6-8 
|        |  |                                                           |     
|ITEM 2. |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 9-10
|        |  |                                                           |     
|ITEM 3. |  | CONTROLS AND PROCEDURES                                   | 10  
|        |  |                                                           |     
|        |  | SIGNATURES                                                | 11  
|        |  |                                                           |     
|        |  | EXHIBIT INDEX                                             | 12  
|        |  |                                                           |     
|        |  | EXHIBITS                                                  |     

---



# ITEM 1.  RECENT
DEVELOPMENTS AND FINANCIAL STATEMENTS.

The Board of Directors of FCCC, Inc.
(Bulletin Board FCIC) (the Company) declared a Special Cash
Distribution of $0.80 Per Share, on July 10, 2009, to all stockholders of record as of
July 24, 2009, of $0.80 per share of the Companys outstanding Common Stock. The
distribution was effectuated on or about August 7, 2009 (the Distribution
Date). The estimated amount of the total distribution will be approximately
$1,250,000.

After the payment of this special
distribution, FCCC, Inc. will continue to have cash funds of approximately $250,000 
$275,000 and will continue to seek opportunities, including, without limitation, a merger,
reverse merger, acquisition or other financial transaction with an operating business.
Shareholders are encouraged to review the Companys Annual Report on Form 10-K, filed
on June 17, 2009, for information concerning the Company and may contact the
Companys President, Bernard Zimmerman at (203) 855-7700 for additional information.

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.

---



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

|                                                                                                                                                                                                     |             |         |           |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------- | --------- | - | -------
|                                                                                                                                                                                                     | June 30,    |         | March 31,
|                                                                                                                                                                                                     | 2009        |         | 2009     
|                                                                                                                                                                                                     | (Unaudited) |         | (Audited)
|                                                                                                                                                                                                     |             |         |          
|ASSETS                                                                                                                                                                                               |             |         |           |   |        
|Current assets:                                                                                                                                                                                      |             |         |           |   |        
|Cash and cash equivalents                                                                                                                                                                            | $           | 1,558   |           | $ | 1,572  
|Accrued interest receivable                                                                                                                                                                          |             | -       |           |   | 2      
|                                                                                                                                                                                                     |             |         |          
|Total current assets                                                                                                                                                                                 |             | 1,558   |           |   | 1,574  
|                                                                                                                                                                                                     |             |         |           |   |        
|Other assets                                                                                                                                                                                         |             | 1       |           |   | 1      
|                                                                                                                                                                                                     |             |         |          
|TOTAL ASSETS                                                                                                                                                                                         | $           | 1,559   |           | $ | 1,575  
|                                                                                                                                                                                                     |             |         |          
|                                                                                                                                                                                                     |             |         |           |   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                 |             |         |           |   |        
|                                                                                                                                                                                                     |             |         |           |   |        
|Current liabilities:                                                                                                                                                                                 |             |         |           |   |        
|Accounts payable and other accrued expenses                                                                                                                                                          | $           | 9       |           | $ | 14     
|                                                                                                                                                                                                     |             |         |          
|Total current liabilities                                                                                                                                                                            |             | 9       |           |   | 14     
|                                                                                                                                                                                                     |             |         |           |   |        
|Commitments and contingencies                                                                                                                                                                        |             |        |           |   |       
|                                                                                                                                                                                                     |             |         |          
|TOTAL LIABILITIES                                                                                                                                                                                    | $           | 9       |           | $ | 14     
|                                                                                                                                                                                                     |             |         |           |   |        
|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, 2009 and March 31, 2009 |             | 781     |           |   | 781    
|Additional paid-in capital                                                                                                                                                                           |             | 9,284   |           |   | 9,284  
|Accumulated deficit                                                                                                                                                                                  |             | (8,515) |           |   | (8,504)
|                                                                                                                                                                                                     |             |         |          
|Total stockholders' equity                                                                                                                                                                           |             | 1,550   |           |   | 1,561  
|                                                                                                                                                                                                     |             |         |           |   |        
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                           | $           | 1,559   |           | $ | 1,575  
|                                                                                                                                                                                                     |             |         |          

See notes to financial statements.

---



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

|                                            | Three Months Ended June 30,
|------------------------------------------- | ---------------------------
|                                            |                            
|                                            | 2009                       
|                                            |                            
|Income:                                     |                            
|Interest income                             | $                          
|                                            |                            
|Total income                                |                            
|                                            |                            
|Expense:                                    |                            
|Operating and administrative expenses       |                            
|Legal expenses                              |                            
|                                            |                            
|Total expense                               |                            
|                                            |                            
|(Loss) before income taxes                  |                            
|Income tax expense                          |                            
|                                            |                            
|                                            |                            
|NET (LOSS)                                  | $                          
|                                            |                            
|                                            |                            
|Basic and Diluted (loss) per share          | $                          
|                                            |                            
|                                            |                            
|Weighted average common shares outstanding: |                            
|Basic and Diluted                           |                            

See notes to financial statements.

---



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

|                                                        |  | Common Stock |   | Paid-in |   | Accumulated |   | Total  
|------------------------------------------------------- |  | ------------ | - | ------- | - | ----------- | - | -------
|                                                        |  | Shares       |   | Amount  |   | Capital     |   | Deficit
|                                                        |  |              |   |         |   |             |   |        
|Balance, March 31, 2007 (audited)                       |  | 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)
|                                                        |  |              |   |         |   |             |   |        
|Exercise of Warrants                                    |  | 109,460      |   | 55      |   | (55)        |   | -      
|                                                        |  |              |   |         |   |             |   |        
|Net loss - Year ended March 31, 2009
(audited)          |  |             |   |        |   |            |   | (51)   
|                                                        |  |              |   |         |   |             |   |        
|Balance, March 31, 2009                                 |  | 1,561,022    | $ | 721     | $ | 9,284       | $ | (8,504)
|                                                        |  |              |   |         |   |             |   |        
|Net Loss - Three Months Ended
June 30, 2009 (unaudited) |  |             |   |        |   |            |   | (11)   
|                                                        |  |              |   |         |   |             |   |        
|                                                        |  | 1,561,022    | $ | 781     | $ | 9,284       | $ | (8,515)
|                                                        |  |              |   |         |   |             |   |        

See notes to financial statements.

---



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

|                                                                        |                             |       |      |   |      
|----------------------------------------------------------------------- | --------------------------- | ----- | ---- | - | -----
|                                                                        | Three Months Ended June 30,
|                                                                        |                            
|                                                                        | 2009                        |       | 2008
|                                                                        |                             |       |     
|Cash Flows from Operating Activities:                                   |                             |       |      |   |      
|Loss from operations                                                    | $                           | (11)  |      | $ | (11) 
|                                                                        |                             |       |     
|Net Loss                                                                |                             | (11)  |      |   | (11) 
|                                                                        |                             |       |      |   |      
|Adjustments to reconcile net loss to cash used in operating activities: |                             |       |      |   |      
|Changes in assets and liabilities:                                      |                             |       |      |   |      
|Accrued interest receivable                                             |                             | 2     |      |   | (6)  
|Accounts payable and accrued expenses                                   |                             | (5)   |      |   | (2)  
|                                                                        |                             |       |     
|Net cash used in operating activities                                   |                             | (14)  |      |   | (19) 
|                                                                        |                             |       |     
|                                                                        |                             |       |      |   |      
|Cash Flows From Investing Activities:                                   |                             |      |      |   |     
|                                                                        |                             |       |     
|                                                                        |                             |       |      |   |      
|Cash Flows From Financing Activities:                                   |                             |      |      |   |     
|                                                                        |                             |       |     
|                                                                        |                             |       |      |   |      
|Net decrease in cash and cash equivalents                               |                             | (14)  |      |   | (19) 
|Cash and cash equivalents, beginning of period                          |                             | 1,572 |      |   | 1,622
|                                                                        |                             |       |     
|Cash and cash equivalents, end of period                                | $                           | 1,558 |      | $ | 1,603
|                                                                        |                             |       |     
|                                                                        |                             |       |      |   |      
|Supplemental cash flow disclosures:                                     |                             |       |      |   |      
|Cash payments of interest                                               | $                           |      |      | $ |     
|Cash payments of income taxes                                           | $                           |      |      | $ |     

See notes to financial statements.

---



# FCCC, INC.

# NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS

# 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, 2010 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, 2009.

# 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.

During the quarter ended June 30,
2009, the Company accrued for its current and former outside directors a total of $3,600
in connection with Board and Audit Committee attendance for 2009 to date.

# 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:

On July 1, 2009, the FASB issued SFAS
No. 168, The FASB Accounting Standards Codification  (Codification) and
The Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162", which will become the source of
authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB
to be applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (SEC) under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. On the effective date of this
Statement, the Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other nongrandfathered non-SEC accounting literature not included
in the Codification will become nonauthoritative. This Statement is effective for
financial statements issued for interim and annual periods ending after September 15,
2009. The Company is currently evaluating the impact of SFAS No. 168 on the Companys
financial statements.

---



In April 2009, the Financial
Accounting Standard Board (FASB) issued FASB Staff Position (FSP)
FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arises from Contingencies. FAPFAS 141(R)-1 amends and
clarifies FASB Statement No. 141(R), Business Combination, to address
application issues raised by preparers, auditors and members of the legal profession on
initial recognition and measurement, subsequent measurement and accounting and disclosure
of assets and liabilities arising from contingencies in a business combination. FAP FAS
141(R)- is effective for assets and liabilities arising from contingencies in 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 adoption of this FAS
did not have a material effect on the Companys financial condition results of
operation or cash flows.

In April 2009, the Financial
Accounting Standards Board (FASB) issued FASB Staff Position (FSP)
FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments(FAS 107-1 and APB 28-1), which amends SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, and APB opinion
No. 28, Interim Financial Reporting, to require disclosures about fair
value of financial instruments in interim as well as in annual financial statements. FSP
FAS 107-1 and ABP 28-1 is effective for interim reporting periods ending after June 15,
2009, which for the Company is the first quarter of fiscal 2010. It is not believed that,
based on the Companys current corporate structure, FSP FAS 107-1 and ABP 28-1 will
have an impact on the Companys financial position, results of operations or cash
flows.

In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60. SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims liabilities. This
statement also requires expanded disclosures about financial guarantee insurance
contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Companys financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where there might
be conflicting guidance between two categories, the more authoritative category will
prevail. SFAS No. 162 will become effective 60 days after the SEC approves the
PCAOBs amendments to AU Section 411 of the AIPCA Professional Standards. SFAS No.
162 has no effect on the Companys financial position, statements of operations, or
cash flows at this time.

In March 2008, the Financial
Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133. This standard requires companies to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a material impact
on its financial position, results of operations or cash flows.

In December 2007, the SEC issued
Staff Accounting Bulletin (SAB) No. 110 regarding the use of a simplified
method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term
of plain vanilla share options in accordance with SFAS No. 123 (R),
Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a
companys election to use the simplified method, regardless of whether the company
has sufficient information to make more refined estimates of expected term. At the time
SAB 107 was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or other
categories of companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a company to use the
simplified method for share option grants after December 31, 2007. The staff understands
that such detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to accept, under
certain circumstances, the use of the simplified method beyond December 31, 2007. The
Company has not yet adopted the simplified method for plain vanilla share
options and warrants, but does not expect it to have a material impact on o the
Companys financial position, results of operations or cash flows.

---



In December 2007, the FASB issued
SFAS No. 160, Noncontrolling Interests in Consolidated FinancialStatement, an amendment of ARB No. 51. This statement amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were reported in
the consolidated statement of financial position as liabilities or in the mezzanine
section between liabilities and equity. This statement improves comparability by
eliminating that diversity. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008 (that is,
January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related Statement 141
(revised 2007). It is not believed that this will have an impact on the Companys
financial position, results of operations or cash flows.

In December 2007, the FASB issues
SFAS No. 141(R), Business Combinations, which replaces SFAS No. 141,
Business Combinations, 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 non-controlling 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. It is not believed that this will have an impact on the Companys financial
position, results of operations or cash flows.

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FASB Statement No. 115 (SFAS 159), which
permits entities to choose to measure many financial instruments and certain items at fair
value. Unrealized gains and losses on items for which this option has been elected are
reported in earnings. The provisions of SFAS No. 159 are effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact of SFAS
159 on its financial statements.

In July 2002, the Public Company
Accounting Reform and Investor Protection Act of 2002 (the Sarbanes-Oxley Act) was
enacted. Section 404 stipulates that public companies must take responsibility for
maintaining an effective system of internal control. Section 404(a) of the Act requires
public companies to report on the effectiveness of their control over financial reporting
and Section 404(b) requires public companies to obtain an attest report from their
independent registered public accountant about managements report. The Company is
not required to comply with section 404(a) of the Act until the fiscal year ending March
31, 2010.

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.

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.

---



Earnings Per Common Share:

The Company follows Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS
No. 128 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,:

|                                                     | 2009 |           | 2008
|---------------------------------------------------- | ---- | --------- | ----
|                                                     |      |           |     
|Weighted average number of common shares outstanding |      | 1,561,022 |     
|                                                     |      |           |     

# 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,
2009, 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. During the quarter ended June 30, 2008, the loss from operations was $(11,000).
The loss in the current quarter is primarily due to a decrease in interest income received
due to lower rates on invested funds offset by a decrease in operating and administrative
expenses.

Stockholders equity as of June
30, 2009 is $1,550,000 as compared to $ 1,561,000 at March 31, 2009. The decrease is
attributable to the net loss incurred by the Company during the quarter.

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The Company had cash on hand at June
30, 2009 of $1,558,000 as compared to $1,572,000 and $1,603,000 at March 31, 2009 and June
30, 2008, 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 2008. The Company used approximately $1,250,000 of cash
on hand to pay the special cash distribution on August 7, 2009 (See Recent
Developments  Page 1).

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

Please see Recent
Developments Page 1 concerning the payment of a substantial cash distribution and
the resulting decrease in the Companys cash position, which will cause the Company
to have a quarterly loss at least until and when a transaction is concluded.

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.

# 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 that may require the
Company to use and thereby reduce its cash on hand.

# ITEM
3.  CONTROLS AND PROCEDURES.

As of the end of the period covered
by this Report, the Companys President, principal executive officer and principal
financial officer, evaluated the effectiveness of the Companys disclosure
controls and procedures, as defined in Rule 13a-15(e) and 15(d)-15(e) under the
Securities Exchange Act of 1934. Based on that evaluation, this officer conclude that, as
of the date of his evaluation, the Companys disclosure controls and procedures were
effective to provide reasonable assurance that information required to be disclosed in the
Companys periodic filings under the Securities Exchange Act of 1934 is accumulated
and communicated to management, including that officer, to allow timely decisions
regarding required disclosure. It should be noted that a control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance that it
will detect or uncover failures within the Company to disclose material information
otherwise required to be set forth in the Companys periodic reports.

During the period covered by this
Report, there were no changes in the Companys internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.

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# SIGNATURES

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

|                            |  | FCCC, INC.
|--------------------------- |  | ----------
|                            |  |           
|                            |  | By:       
|                            |  |           
|                            |  |           
|                            |  |           
|Dated:      August 13, 2009 |  |           

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# EXHIBIT INDEX

| | Exhibit No. |  | Description                                                                                                                                                         
| | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |  |                                                                                                                                                                     
| |             |  |                                                                                                                                                                     
| | 31.1        |  | 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.

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