---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

# FORM 10-K

|(Mark One) |                                                                                   | 
|---------- | --------------------------------------------------------------------------------- | 
||X|        | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934     | 
|           |                                                                                   | 
|           | FOR THE FISCAL YEAR ENDED MARCH 31, 2009                                          | 
|           |                                                                                   | 
|           | OR                                                                                | 
|           |                                                                                   | 
||_|        | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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)                    (Zip Code) | 

| | (203) 855-7700                                       | 
| | ---------------------------------------------------- | 
| |                                                      | 
| | (Registrant's telephone number, including area code) | 

Securities registered under Section 12(b) of the
Exchange Act:

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|                    |  |                                          
|None                |  | None                                     

Securities registered under Section 12(g) of the
                     Exchange Act:Common Stock(Title of class)

---



---

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
Yes |_|   No |X|

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act.  Yes |_|   No |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company' in Rule 12b-2 of the Exchange Act.  Large accelerated
filer |_|     Accelerated filer |_|     Non-accelerated filer |_|     Smaller Reporting
company |X|

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K(ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
10-K or any amendment to this Form 10-K.    |_|

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 |_|

State issuer's revenues for its most recent fiscal year ended March 31, 2009:  $33,000

As of March 31, 2009, the aggregate market value of the issuer's common stock
held by non-affiliates of the issuer was approximately $ 685,000.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock, as of March 31, 2009, was:
1,561,022.

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

---



# FCCC, INC.

# FORM 10-K

# TABLE OF CONTENTS

|                           |    |                                                                                                                                  | Page
|-------------------------- | -- | -------------------------------------------------------------------------------------------------------------------------------- | ----
|FORWARD-LOOKING STATEMENTS
|                           |    |                                                                                                                                  |     
|PART I                    
|ITEM 1.                    |    | Description of Business                                                                                                          | 1   
|ITEM 2.                    |    | Description of Property                                                                                                          | 2   
|ITEM 3.                    |    | Legal Proceedings                                                                                                                | 2   
|ITEM 4.                    |    | Submission of Matters to a Vote of Security Holders                                                                              | 3   
|                           |    |                                                                                                                                  |     
|PART II                   
|ITEM 5.                    |    | Market for Common Equity and Related Stockholder Matters                                                                         | 3   
|ITEM 6.                    |    | Management's Discussion and Analysis or Plan of Operation                                                                        | 4   
|ITEM 7.                    |    | Financial Statements                                                                                                             | 6-17
|ITEM 8.                    |    | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                                             | 17  
|ITEM 8A.                   |    | Controls and Procedures                                                                                                          | 18  
|ITEM 8B.                   |    | Other Information                                                                                                                | 18  
|                           |    |                                                                                                                                  |     
|PART III                  
|ITEM 9.                    |    | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
                 16(a) of the Exchange Act | 19  
|ITEM 10.                   |    | Executive Compensation                                                                                                           | 20  
|ITEM 11.                   |    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
                 Matters                  | 22  
|ITEM 12.                   |    | Certain Relationships and Related Transactions                                                                                   | 24  
|ITEM 13.                   |    | Exhibits                                                                                                                         | 24  
|ITEM 14.                   |    | Principal Accountant Fees and Services                                                                                           | 25  
|                           |    |                                                                                                                                  |     
|SIGNATURES                 |    |                                                                                                                                  | 26  
|EXHIBIT INDEX              | 27
|EXHIBIT 31.1               |    |                                                                                                                                  |     
|EXHIBIT 32.1               |    |                                                                                                                                  |     

---



# FORWARD-LOOKING
STATEMENTS

This
annual report and other reports issued by FCCC, Inc. (the Company or
FCCC), 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 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.

# PART I

# ITEM
1.  DESCRIPTION OF BUSINESS.

# General

FCCC,
Inc. was incorporated under the laws of the State of Connecticut on May 6, 1960 under the
name The First Connecticut Small Business Investment Company. The Company changed its name
to The First Connecticut Capital Corporation on January 27, 1993, and then to FCCC, Inc.
on June 4, 2003. The Company maintains its principal executive offices at 200 Connecticut
Avenue, 5th Floor, Norwalk, Connecticut, Telephone Number 203-855-7700. FCCC is authorized
to issue 22,000,000 shares of common stock, without par value, stated value $.50 per
share. The Company currently has 1,561,022 shares of common stock issued and outstanding
at March 31, 2009.

The
Company has had limited operations since June 30, 2003. Such operations consist of a
search for an appropriate transaction such as a merger, acquisition, reverse merger or
other business combination with an operating business or other appropriate financial
transaction. See Current Business below.

# Current Business

Since
June 2003, the Companys operations consist of a search for a merger, acquisition,
reverse merger or a business transaction opportunity with an operating business or other
financial transaction; however, there can be no assurance that this plan will be
successfully implemented. Until a transaction is effectuated, the Company does not expect
to have significant operations. At this time, the Company has no arrangements or
understandings with respect to any potential merger, acquisition reverse merger or
business combination candidate.

It
is anticipated that opportunities may come to FCCCs attention from various sources,
including its management, its stockholders, professional advisors, securities
broker-dealers, venture capitalists, members of the financial community, and others who
may present unsolicited proposals. At this time, FCCC has no plans, understandings,
agreements, or commitments with any individual or entity to act as a finder in regard to
any business opportunities for it. While it is not currently anticipated that the Company
will engage unaffiliated professional firms specializing in business acquisitions,
reorganizations or other such transactions, such firms may be retained if management deems
it in the best interest of the Company. Compensation to a finder or business acquisition
firm may take various forms, including one-time cash payments, payments involving issuance
of securities (including those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently unable to predict the
cost of utilizing such services.

The
Company has not restricted its search to any particular business, industry, or
geographical location. In evaluating a transaction, the Company analyzes all available
factors and makes a determination based on a composite of available facts, without
reliance on any single factor.

---



It
is impossible to predict the nature of a transaction in which the Company may participate.
Specific business opportunities would be reviewed as well as the respective needs and
desires of the Company and the legal structure or method deemed by management to be
suitable would be selected. In implementing a structure for a particular transaction, the
Company may become a party to a merger, consolidation, reorganization, tender offer, joint
venture, license, purchase and sale of assets, or purchase and sale of stock, or other
arrangement the exact nature of which cannot now be predicted. Additionally, the Company
may act directly or indirectly through an interest in a partnership, corporation or other
form of organization. Implementing such structure may require the merger, consolidation or
reorganization of FCCC with other business organizations and there is no assurance that
the Company would be the surviving entity. In addition, the present management and
stockholders of the Company may not have control of a majority of the voting shares of
FCCC following a reorganization or other financial transaction. As part of such a
transaction, some or all of FCCCs existing directors may resign and new directors
may be appointed. The Companys operations following its consummation of a
transaction will be dependent on the nature of the transaction. There may also be various
risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

The
Company may also be subject to increased governmental regulation following a transaction;
however, it is impossible to predict the nature or magnitude of such increased regulation,
if any.

The
Company expects to continue to incur moderate losses each quarter until a transaction
considered appropriate by management is effectuated.

# Competition

FCCC
is in direct competition with many other entities in its efforts to locate a suitable
transaction. Included in the competition are business development companies, SPACs,
venture capital firms, small business investment companies, venture capital affiliates of
industrial and financial companies, broker-dealers and investment bankers, management
consultant firms and private individual investors. Many of these entities possess greater
financial resources and are able to assume greater risks than those which FCCC could
consider. Many of these competing entities also possess significantly greater experience
and contacts than FCCCs management. Moreover, FCCC also competes with numerous other
companies similar to it for such opportunities.

# Employees and Consultants

The
Company currently has no employees. The Company has one executive officer, who has a
consulting arrangement with the Company. Specifically, on July 1, 2003, the Company and
Mr. Bernard Zimmerman 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.

# ITEM
2.  DESCRIPTION OF PROPERTY.

The
Company leases office space and services located at 200 Connecticut Avenue, 5th Floor,
Norwalk, Connecticut from an unaffiliated party pursuant to a month-to-month arrangement
at a charge of $500 per month.

# ITEM 3.  LEGAL
PROCEEDINGS.

There
are no legal proceedings which are pending or have been threatened against the Company or
any officer, director or control person of which management is aware at this time.

---



# ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No
matter was submitted to a vote of security holders through the solicitation of proxies or
otherwise during the fourth quarter or the fiscal year covered by this report.

# PART II

# ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

# Price Range of Common
Stock

The
Companys common stock is traded over the counter, and the bid and ask prices of the
Companys stock are quoted on the OTC Bulletin Board under the symbol FCIC. Following
are the low sales and high sales prices for the Companys common stock during the
fiscal years ended March 31, 2009 and 2008 as quoted on the OTC Bulletin Board:

| | FY Ended March 31, 2009 |  | Low           |  | High         
| | ----------------------- |  | ------------- |  | -------------
| |                         |  |               |  |              
| | First Quarter           |  | $        1.01 |  | $        1.10
| | Second Quarter          |  | 0.86          |  | 1.10         
| | Third Quarter           |  | 0.55          |  | 0.94         
| | Fourth Quarter          |  | 0.64          |  | 1.00         

| | FY Ended March 31, 2008 |  | Low           |  | High         
| | ----------------------- |  | ------------- |  | -------------
| |                         |  |               |  |              
| | First Quarter           |  | $        1.10 |  | $        1.25
| | Second Quarter          |  | 1.08          |  | 1.12         
| | Third Quarter           |  | 1.05          |  | 1.10         
| | Fourth Quarter          |  | 0.95          |  | 1.25         
| |                         |  |               |  |              
| |                         |  |               |  |              

The
above quotations do not reflect inter-dealer prices, with or without retail mark-up,
mark-down or commission and may not represent actual transactions.

On
March 31, 2009, the closing bid price for the Companys common stock was $0.75 per
share.

# Holders

The
approximate number of stockholders of record of the Company on March 31, 2009 was 1,200.
The number of shares of the Companys common stock outstanding as of March 31, 2009
was 1,561,022.

# Dividends

The
Company did not declare or pay any dividends during the fiscal years ended March 31, 2009
and 2008. The Company may or may not pay cash dividends in the future depending on a
number of factors. The Company may, however, pay a cash dividend or other distribution as
part of a merger, acquisition, reverse merger or business combination transaction or if
the Board of Directors deems it advisable for the benefit of all shareholders.

---



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

# Plan of Operation

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 that may require the Company to use and thereby reduce its cash balance.
For further information on the Companys plan of operation and business, see PART I,
Current Business.

Additionally,
pursuant to the terms of a Stock Purchase Agreement that the Company entered into in mid
2003 with Mr. Martin Cohen and Mr. Bernard Zimmerman, or their affiliates, in the event
that the Company had not consummated an appropriate transaction or series of transactions
(defined as having an aggregate value in excess of $750,000) by June 30, 2006, subject to
a three (3) month extension (the Transaction Date), then upon the request of
the holders of twenty percent (20%) or more of the outstanding stock of the Company held
by non-affiliates of management, the Company would schedule a meeting of stockholders and
solicit proxies pursuant to which the stockholders would vote on whether to dissolve and
liquidate the Company or take some other appropriate action. The Transaction Date has
lapsed and to date no request has been made by the shareholders for the dissolution and
liquidation of the Company. The Stock Purchase Agreement also provided that all shares
held by management shall be voted in the same proportion as the non-management shares with
respect to such vote.

# Results of Operations

Since
June 30, 2003 the Company has had limited operations, consisting of a search for a
suitable transaction such as an acquisition merger, reverse merger or other business
combination with an operating business. See Description of Business  Page
1".

For
the years ended March 31, 2009 and 2008, the Company received interest income of $33,000
and $73,000, respectively. The decrease in interest income resulted from lower interest
rates received on invested funds which were approximately the same in both years.

The
Companys operations resulted in a loss of $51,000 for the year ended March 31, 2009
as compared to a loss of $12,000 for the year ended March 31, 2008. The increase in the
loss is attributable to the following factors (a) a decrease in interest income of
approximately $40,000, and increased corporate governance expenses in fiscal 2009.

Income
taxes paid in the fiscal year ended March 31, 2009 was $3,000 compared to $7,000 in the
fiscal year ended March 31, 2008.

Stockholders equity
as of March 31, 2009 and 2008 was $1,561,000 and $1,612,000, respectively.
                          (see Liquidity
and Capital Resources on next page)

---



# Liquidity and Capital
Resources

FCCC
had cash and cash equivalents on hand at March 31, 2009 and 2008 of $1,572,000 and
$1,622,000, respectively. FCCC had no other assets to meet ongoing expenses or debts that
may accumulate. FCCC had liabilities of $14,000 at March 31, 2009 and $11,000 at March 31,
2008, respectively. The net decrease in cash and cash equivalents on hand is due to the
losses sustained by the Company in the fiscal year ended March 31, 2009.

FCCC
has no commitment for any capital expenditure and foresees none. However, FCCC will incur
routine fees and expenses incident to its reporting duties as a public company, and it
will incur expenses in locating and investigating appropriate transactions and other fees
and expenses in the event it undertakes a transaction or attempts but is unable to
complete a transaction. FCCC will also continue to incur expenses in connection with its
commitments under a consulting arrangement with management and expenses relating to its
leased office space.

The
Companys cash requirements for the Fiscal Year ending March 31, 2010 are relatively
modest, consisting principally of legal, accounting and other expenses relating to
filings required under the Securities Exchange Act of 1934.

The
Company paid no cash dividends in the fiscal years ended March 31, 2009 and 2008.

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

# Recent Accounting
Changes and New Accounting Pronouncements

See
Footnote 1 to the Financial Statements included herein.

---



# ITEM 7.  FINANCIAL STATEMENTS.

# FCCC, INC.

# INDEX TO FINANCIAL STATEMENTS

|                                                        |   |                                               | Page 
|------------------------------------------------------- | - | --------------------------------------------- | -----
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 7
|FINANCIAL STATEMENTS:                                   |  
|                                                        |   | Balance Sheets                                | 8    
|                                                        |   | Statements of Operations                      | 9    
|                                                        |   | Statements of Changes in Stockholders' Equity | 10   
|                                                        |   | Statements of Cash Flows                      | 11   
|                                                        |   | Notes to Financial Statements                 | 12-17

---



Report of
Independent Registered Public Accounting Firm

To the Board of Directors
andStockholders of FCCC, Inc.Norwalk, Connecticut

We have audited the accompanying
balance sheets of FCCC, Inc. (the Company) as of March 31, 2009 and 2008, and the related
statements of operations, stockholders equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of FCCC, Inc. as of March 31, 2009, and 2008, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

/s/ Braver P.C.

Certified Public
AccountantsProvidence, Rhode Island

Date: June 17, 2009

---



# FCCC, INC.

# BALANCE SHEETS(Audited)(Dollars in thousands, except share data)

|                                                                                                                                                                                                                                           |           |         |      |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ------- | ---- | - | -------
|                                                                                                                                                                                                                                           | March 31,
|                                                                                                                                                                                                                                           | 2009      |         | 2008
|                                                                                                                                                                                                                                           |           |         |     
|ASSETS                                                                                                                                                                                                                                     |           |         |      |   |        
|Current assets:                                                                                                                                                                                                                            |           |         |      |   |        
|Cash and cash equivalents                                                                                                                                                                                                                  | $         | 1,572   |      | $ | 1,622  
|Accrued interest receivable                                                                                                                                                                                                                |           | 2       |      |   | -      
|                                                                                                                                                                                                                                           |           |         |     
|Total current assets                                                                                                                                                                                                                       |           | 1,574   |      |   | 1,622  
|                                                                                                                                                                                                                                           |           |         |      |   |        
|Other assets                                                                                                                                                                                                                               |           | 1       |      |   | 1      
|                                                                                                                                                                                                                                           |           |         |     
|TOTAL ASSETS                                                                                                                                                                                                                               | $         | 1,575   |      | $ | 1,623  
|                                                                                                                                                                                                                                           |           |         |     
|                                                                                                                                                                                                                                           |           |         |      |   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                       |           |         |      |   |        
|Current liabilities:                                                                                                                                                                                                                       |           |         |      |   |        
|Accounts payable and other accrued expenses                                                                                                                                                                                                | $         | 14      |      | $ | 11     
|                                                                                                                                                                                                                                           |           |         |     
|Total current liabilities                                                                                                                                                                                                                  |           | 14      |      |   | 11     
|                                                                                                                                                                                                                                           |           |         |      |   |        
|Commitments and contingencies                                                                                                                                                                                                              |           | -       |      |   | -      
|                                                                                                                                                                                                                                           |           |         |     
|TOTAL LIABILITIES                                                                                                                                                                                                                          |           | 14      |      |   | 11     
|                                                                                                                                                                                                                                           |           |         |      |   |        
|Stockholders' equity:                                                                                                                                                                                                                      |           |         |      |   |        
|Common stock, no par value, stated value $.50 per share,
                
authorized 22,000,000 shares, issued and outstanding
                
1,561,022 shares at March 31, 2009 and
                
1,451,382 shares at March 31, 2008 |           | 781     |      |   | 726    
|Additional paid-in capital                                                                                                                                                                                                                 |           | 9,284   |      |   | 9,339  
|Accumulated deficit                                                                                                                                                                                                                        |           | (8,504) |      |   | (8,453)
|                                                                                                                                                                                                                                           |           |         |     
|Total stockholders' equity                                                                                                                                                                                                                 |           | 1,561   |      |   | 1,612  
|                                                                                                                                                                                                                                           |           |         |      |   |        
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                 | $         | 1,575   |      | $ | 1,623  
|                                                                                                                                                                                                                                           |           |         |     

See notes to financial statements.

---



# FCCC, INC.

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

|                                            | Years Ended March 31,
|------------------------------------------- | ---------------------
|                                            |                      
|                                            |                      
|                                            | 2009                 
|                                            |                      
|Income:                                     |                      
|Interest income                             | $                    
|                                            |                      
|Total income                                |                      
|                                            |                      
|Expense:                                    |                      
|Legal expenses                              |                      
|Operating and administrative 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
(Audited)(Dollars in thousands, except share data)

|                                               |  | Common Stock |   | Paid-in |   | Accumulated |   |        
|---------------------------------------------- |  | ------------ | - | ------- | - | ----------- | - | -------
|                                               |  | Shares       |   | Amount  |   | Capital     |   | Deficit
|                                               |  |              |   |         |   |             |   |        
|Balance, March 31, 2006 (audited)              |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,416)
|                                               |  |              |   |         |   |             |   |        
|Net loss - Year ended March 31, 2007 (audited) |  | -            |   | -       |   | -           |   | (25)   
|                                               |  |              |   |         |   |             |   |        
|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 (audited)              |  | 1,451,382    | $ | 726     | $ | 9,339       | $ | (8,453)
|                                               |  |              |   |         |   |             |   |        
|Exercise of Warrants                           |  | 109,640      |   | 55      |   | (55)        |   | -      
|                                               |  |              |   |         |   |             |   |        
|Net Loss - Year ended March 31, 2009 (audited) |  | -            |   | -       |   | -           |   | (51)   
|                                               |  |              |   |         |   |             |   |        
|Balance, March 31, 2009 (audited)              |  | 1,561,022    | $ | 781     | $ | 9,284       | $ | (8,504)
|                                               |  |              |   |         |   |             |   |        

See notes to financial statements.

---



# FCCC, INC.

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

|                                                                            |   |                       |  |   |      
|--------------------------------------------------------------------------- | - | --------------------- |  | - | -----
|                                                                            |   | Years Ended March 31,
|                                                                            |  
|                                                                            |   | 2009                  |  |   | 2008 
|                                                                            |   |                       | 
|Cash Flows from Operating Activities:                                       |   |                       |  |   |      
|Net loss                                                                    | $ | (51)                  |  | $ | (12) 
|                                                                            |   |                       |  |   |      
|Adjustments to reconcile net loss to cash provided by operating activities: |   |                       |  |   |      
|Decrease (increase) in assets:                                              |   |                       |  |   |      
|Accrued interest receivable                                                 |   | (2)                   |  |   | 6    
|Increase  in liabilities:                                                   |   |                       |  |   |      
|Accounts payable and accrued expenses                                       |   | 3                     |  |   | -    
|                                                                            |   |                       | 
|Net cash used in operating activities                                       |   | (50)                  |  |   | (6)  
|                                                                            |   |                       | 
|                                                                            |   |                       |  |   |      
|Cash Flows From Investing Activities:                                       |   | -                     |  |   | -    
|                                                                            |   |                       | 
|                                                                            |   |                       |  |   |      
|Cash Flows From Financing Activities:                                       |   |                       |  |   |      
|Exercise of Stock Options (September 28, 2007)                              |   | -                     |  |   | 23   
|                                                                            |   |                       |  |   |      
|                                                                            |   |                       | 
|Net cash provided by financing activities                                   |   | -                     |  |   | 23   
|                                                                            |   |                       | 
|                                                                            |   |                       |  |   |      
|Net (decrease) increase in cash and cash equivalents                        |   | (50)                  |  |   | 17   
|                                                                            |   |                       |  |   |      
|Cash and cash equivalents, beginning of year                                |   | 1,622                 |  |   | 1,605
|                                                                            |   |                       | 
|Cash and cash equivalents, end of year                                      | $ | 1,572                 |  | $ | 1,622
|                                                                            |   |                       | 
|                                                                            |   |                       |  |   |      
|Supplemental cash flow disclosures:                                         |   |                       |  |   |      
|Cash payments of income taxes                                               | $ | 3                     |  | $ | 7    
|Cash payment of interest:                                                   | $ | -                     |  | $ | -    

See notes to financial statements.

---



# FCCC, INC.

# NOTES TO FINANCIAL
STATEMENTS (Audited) YEARS ENDED MARCH 31,
2009 AND 2008

# NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

The
accompanying financial statements of FCCC, Inc. (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of America
(GAAP).

The
Company has limited operations and is actively seeking 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
that may require the Company to use and thereby reduce its cash balance.

Cash and Cash Equivalents:

The
Company has defined cash as including cash on hand and cash in interest bearing and
non-interest bearing operating bank accounts. Highly liquid instruments purchased with
original maturities of three months or less are considered to be cash equivalents.

The
Company maintains cash balances at a number of financial institutions. Accounts are
insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each
institution. At various times throughout the year, cash balances exceeded FDIC limits. At
March 31, 2009 and 2008, the Company had uninsured cash balances totaling approximately
$750,000 and $1,500,000, respectively.

Estimates:

The
preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those
estimates.

Income Taxes:

The
Company utilizes the asset and liability method of accounting for deferred income taxes as
prescribed by the Statement of Financial Accounting Standards No. 109 (SFAS 109)
Accounting for Income Taxes. This method requires the recognition of deferred
tax liabilities and assets for the expected future tax consequences of temporary
differences between the tax return and financial statement reporting bases of certain
assets and liabilities.

Advertising:

The
Company expenses advertising costs as incurred. Advertising expense from operations was
approximately $2,000 and $0 for the years ended March 31, 2009 and 2008.

---



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:

|                                                     | 2009 |           |  | 2008
|---------------------------------------------------- | ---- | --------- |  | ----
|                                                     |      |           | 
|Weighted average number of common shares outstanding |      | 1,549,341 |  |     
|                                                     |      |           | 

Stock Based Compensation:

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.

Common Stock Warrants:

In
June 2003, the Company issued 5-year Warrants (subject to registration rights under
certain circumstances) to purchase an aggregate of 200,000 shares of Common Stock,
exercisable at a price of $1.00 per share, at a purchase price of $.01 per Warrant. The
exercise price of the warrants is subject to adjustment as defined. The warrant exercise
price was adjusted to $.50 per share as a result of the payment of a $.50 per share cash
dividend during September 2003. No warrants were exercised or cancelled during the fiscal
year ended March 31, 2008.

In
April 2008 and May 2008, respectively, all outstanding Warrants (200,000) were exercised
through the cashless exercise provisions of the Warrants resulting in 53,600 and 56,140
common shares being issued to Bernard Zimmerman, President and Martin Cohen, a Director of
the Company respectively or their affiliates.

Recently Issued
Accounting Pronouncements:

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 FinancialInstruments, 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. The Company is currently evaluating what impact the adoption of
SFAS No. 141(R) will have on the financial statements.

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.

# NOTE 2  FINANCIAL
INSTRUMENTS:

Concentrations of Credit
Risk:

The
Companys financial instruments that are exposed to concentrations of credit risk
consist primarily of cash and cash equivalents (see Note 1).

Fair Value of Financial
Instruments:

SFAS
No. 107, Fair Value of Financial Instruments, requires disclosure of
the fair value of financial instruments for which the determination of fair value is
practicable. SFAS No. 107 defines the fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between willing
parties. The carrying amounts of the Companys financial instruments (cash and cash
equivalents) approximate their fair value because of the short maturity of these
instruments.

# NOTE 3  STOCK
OPTIONS

The
Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the 1999
Plan) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the 2002
Plan) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to
herein as the Plans). The Company has reserved 150,000 shares of stock for grants under
both the 1999 and 2002 plans, respectively. Pursuant to the Plans, the Companys
employees, officers, consultants, and directors are eligible to receive grants of
incentive and/or non-incentive stock options. The Plans provide that the maximum term for
options granted under the Plans is ten years and that the exercise price for the options
may not be less than the fair market value of the Companys common stock on the date
of grant.

---



Options granted pursuant
to the 1999 Plan:

On
May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an
exercise price of $0.64 per share. The options expire ten years from the date of grant and
were fully vested at the date of grant. Options to purchase 55,500 shares granted under
the 1999 Plan expired by their terms when certain holders thereof ceased to be employees
of the Company. No options were exercised or canceled during the years ended March 31,
2009 and 2008 and no compensation cost has been recognized for stock options awarded under
the 1999 Plan. Options totaling 44,500 are currently outstanding under this plan.

Options granted pursuant
to the 2002 Plan:

On
October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an
exercise price of $1.05 per share. The options expire ten years from the date of grant and
vest ratably over three years from the date of grant; however, the option agreement
stipulates accelerated vesting provisions under certain circumstances as defined. All
options are currently vested. No options were exercised or canceled during the years ended
March 31, 2009 and 2008 and no compensation cost has been recognized for stock options
awarded under the 2002 Plan.

Other Options:

On
October 1, 2002, the Company granted non-qualified options to purchase an aggregate of
79,500 shares (Other Options), at an exercise price of $0.82 per share, to certain
then-current and former employees, officers and directors of the Company, whose options
had or were to have terminated as a result of the Asset Sale. The options expire five
years from the date of grant and vest immediately. No compensation cost has been
recognized for these options. On September 28, 2007, during the Companys fiscal year
ended March 31, 2008 options for 28,000 shares were exercised. All non-exercised options
expired on September 30, 2007.

The
weighted-average remaining contractual life of the outstanding options is approximately4 years.

During
fiscal 2009 and 2008, no new share based payments were granted, and no compensation
expense was recognized.

# NOTE 4 
COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF                   BALANCE SHEET RISK:

On
July 1, 2003 the Company entered into a one-year lease for office space located in
Norwalk, Connecticut from an unaffiliated party for $500 per month. On June 30, 2004 the
lease expired and the Company has continued leasing its office space on a month-to-month
basis at a rate of $500 per month. Rent expense totaled $6,000 for each of the years ended
March 31, 2009 and 2008, respectively.

On
July 1, 2003, the Company entered into consulting agreements with the Companys
President and the then Chairman of the Board, or their affiliates. The agreements
terminated on July 1, 2006 as defined, and stipulated monthly payments of $2,000 to each
consultant plus reasonable and necessary out-of-pocket expense. Fees related to these
agreements totaled $24,000 in each of the years ended March 31, 2009 and 2008
respectively. The Board authorized the extension of the consulting agreement for Mr.
Zimmerman, on a month to month basis, on terms and conditions substantially similar to the
previous agreement for Mr. Zimmerman, President of the Company. See Page 21 
Summary Compensation Table for additional information.

---



# NOTE 5  INCOME
TAXES:

The
income tax provision consists of the following for the years ended March 31, 2008 and
2007:

|                       | 2009 |       |  | 2008
|---------------------- | ---- | ----- |  | ----
|                       |      |       | 
|Current expense:       |      |       |  |     
|Federal                | $    | -     |  | $   
|State (tax on capital) |      | 3,000 |  |     
|                       |      |       | 
|Total current          |      | 3,000 |  |     
|                       |      |       | 

|Deferred expense:   |   |       |  |   |      
|------------------- | - | ----- |  | - | -----
|Federal             |   | -     |  |   | -    
|State               |   | -     |  |   | -    
|                    |   |       | 
|Total deferred      |   | -     |  |   | -    
|                    |   |       | 
|Total tax provision | $ | 3,000 |  | $ | 7,000
|                    |   |       | 

At
March 31, 2009 and 2008, there were no net deferred tax assets or liabilities recognized
for taxable temporary differences.

At
March 31, 2009, the Company had a net operating loss carry-forward for income tax
reporting purposes of approximately $8,242,000 be offset against future taxable income
through 2028. Current tax laws limit the amount of loss available to be offset against
taxable future taxable income when a substantial change in ownership occurs. Therefore,
the amount available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements, because the Company believes there is a 50% or
greater chance the carry-forwards will expire unused. Accordingly, the potential tax
benefits of the loss carry-forward are offset by a valuation allowance of the same amount.
If not used, these carry forwards will begin to expire in 2010. No tax benefits have been
recognized in these financial statements. Provisions for any deferred federal and state
tax liabilities are immaterial to these financial statements.

|                     |           |             |  |   |            
|-------------------- | --------- | ----------- |  | - | -----------
|                     | March 31,
|                     |           | 2009        |  |   | 2008       
|                     |           |             | 
|Net Operating Losses | $         | (8,242,000) |  | $ | 8,120,000  
|                     |           |             |  |   |            
|Valuation Allowance  |           | (8,242,000) |  |   | (8,120,000)
|                     |           |             | 
|                     | $         | -0-         |  | $ | -0-        
|                     |           |             | 

# ITEM
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES.

On
December 31, 2007, FCCC, Inc. (the Company) accepted the resignation of its
previous independent accountants, Mahoney, Sabol & Company, LLP. (the Previous
Accountants), and on January 4 ,2008, engaged Braver, P.C. (the New
Accountants) as the Companys new principal independent registered public
accounting firm to audit its financial statements for the fiscal year ended March 31,
2008.

The
reports of the Previous Accountants on the Companys financial statements for each of
the Companys fiscal years ended March 31, 2007 and 2006 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

---



The
decision to change independent accountants was approved by the Board of Directors of the
Company.

During
the period from April 1, 2005 through December 31, 2007, no events described in Item
304(a)(l)(iv) of Regulation S-B promulgated by the Securities and Exchange Commission
occurred with respect to the Company.

During
the fiscal years March 31, 2006 and 2007, and through December 31, 2007, the Company had
no disagreement with the Previous Accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of the Previous Accountants, would have
caused the Previous Accountants to make reference to the subject matter of the
disagreement in connection with its report on the Companys financial statements for
such fiscal periods.

During
the period from April 1, 2005 through December 31, 2007, the Company did not consult with
the New Accountants regarding (1) the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might be rendered
with respect to the Companys financial statements for which advice was provided that
was an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue or (2) any matter that was either the
subject of a disagreement or a response to items 304(a)(l)(iv) of Regulation
S-B.

# ITEM
8A.  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 March 31, 2009 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.

This annual report does not include
an attestation report of the Companys independent registered public accounting firm
regarding internal controls over financial reporting pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.

During the Companys fourth
fiscal quarter and during the fiscal year ended March 31, 2009, there were no changes in
the Companys internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

# ITEM 8B.  OTHER
INFORMATION.

None.

---



# PART III

# ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;                 COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

# Identification of
Current Directors and Executive Officers

The
directors and executive officers of the Company as of March 31, 2009 are as follows:

|Name                |  | Age |  | Position                                                                     |  | DirectorSince
|------------------- |  | --- |  | ---------------------------------------------------------------------------- |  | -------------
|                    |  |     |  |                                                                              |  |              
|Bernard Zimmerman   |  | 76  |  | President, Chief Executive Officer, Principal Financial Officer and Director |  | 2003         
|Martin Cohen        |  | 74  |  | Director                                                                     |  | 2003         
|Jay J. Miller*      |  | 76  |  | Secretary and Director                                                       |  | 2003         
|Lawrence R. Yurdin* |  | 68  |  | Director                                                                     |  | 1986         
|Michael L. Goldman* |  | 48  |  | Director                                                                     |  | 1998         
|                    |  |     |  |                                                                              |  |              
|                    |  |     |  |                                                                              |  |              

*Member of Audit Committee

# Biographies of Directors
and Officers

BERNARD
ZIMMERMAN became President, Chief Executive Officer and a Director of the Company in July
2003. Mr. Zimmerman was also appointed as Treasurer and Principal Financial Officer of the
Company in February 2007. Mr. Zimmerman is the President of Bernard Zimmerman and Company,
Inc., a financial management and consulting firm. Mr. Zimmerman is a Certified Public
Accountant and has over 35 years experience in the merger, acquisition and business
combination fields. Since August 2007 and July 2004 respectively, Mr. Zimmerman also
serves as Chairman of the Board, President, Chief Executive Officer and Treasurer of St.
Lawrence Seaway Corporation and GVC Venture Corp., companies engaged in seeking mergers,
reverse mergers, acquisitions, or other business combinations and financial transactions.
Mr. Zimmerman also served as a Director and member of the audit committee of Sbarro, Inc.
for more than 20 years until January 2007.

MARTIN
COHEN became Chairman of the Board and Treasurer of the Company in July 2003, and assumed
the role of principal financial officer in September 2003. Mr. Cohen resigned from his
position as Chairman of the Board, Treasurer and Principal Financial Officer in February
2007, but remains as a director of the Company. An experienced private investor, Mr. Cohen
is the former manager of Marcon Workouts LLC, the founder and former CEO of Marcon Capital
Corporation, a federally licensed Small Business Investment Company, and a former
consultant to Credit Suisse and Greenwich Capital Corp., investment banking firms.

JAY
J. MILLER became Secretary and a Director of FCCC in July 2003. Mr. Miller is an attorney
in private practice, and serves as a director on the board of AmTrust Financial Services,
Inc., an insurance holding company and its affiliated property and casualty insurance
companies.

LAWRENCE
R. YURDIN, a Director of the Company since 1986, is the former President and Chief
Executive Officer of the Company. Mr. Yurdin has been employed by the Company in various
capacities since 1970. Mr. Yurdin is currently the President and a Manager of First
Connecticut Capital, LLC, a company engaged in the business of making and servicing
mortgage loans.

MICHAEL
L. GOLDMAN has served as a Director of the Company since 1998 and is the former Assistant
Secretary of the Company. Mr. Goldman is the Managing Principal of the law firm of
Goldman, Gruder & Woods, LLC. Mr. Goldman is also a Manager of First Connecticut
Capital, LLC, a company engaged in the business of making and servicing mortgage loans.

---



All
Directors hold office until the next annual meeting of stockholders and until their
successors are duly elected and qualified. Officers are elected to serve, subject to the
discretion of the Board of Directors, until their successors are appointed. The Company
has not held an annual meeting since 2003.

FCCCs
Board of Directors has established an Audit Committee. The Audit Committee meets with
management and FCCCs independent auditors to determine the adequacy of internal
controls and other financial reporting matters. Members of the Committee are Jay J.
Miller, Lawrence Yurdin and Michael Goldman.

# Section 16(a) Beneficial
Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934 requires FCCCs officers and directors,
and persons who own more than five percent (5%) of a registered class of FCCCs
equity securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (SEC). Officers, directors and greater than
five percent (5%) stockholders are required by SEC regulations to furnish FCCC with copies
of all Section 16(a) forms they file.

To
the best of FCCCs knowledge, based solely on review of the copies of such forms
furnished to it, or written representations that no other forms were required, FCCC
believes that all Section 16(a) filing requirements applicable to its officers, directors
and greater than five percent (5%) stockholders were complied with during the fiscal year
ended March 31, 2009.

# Audit Committee
Financial Expert

The
Board of Directors of the Company has determined that Jay J. Miller qualifies as its
audit committee financial expert, as that term is defined in Item 401(e) of
Regulation S-B, and is independent as that term is used in Item 7(d)(3)(iv) of
schedule 14A under the Securities Exchange Act of 1934.

# Code of Ethics

FCCC
has not yet adopted a corporate code of ethics. The Companys Board of Directors is
considering establishing a code of ethics to deter wrongdoing and promote honest and
ethical conduct; provide full, fair, accurate, timely and understandable disclosure in
public reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. The Company plans to
implement a code of ethics prior to March 31, 2009.

# ITEM
10.  EXECUTIVE COMPENSATION.

# Compensation

The
following Summary Compensation Table sets forth all compensation earned, in all
capacities, during the fiscal years ended March 31, 2009, 2008 and 2007 by the
Companys (i) Chief Executive Officer, and (ii) highly compensated
executive officers, other than the CEO, as determined by Regulation S-K, Item 402 (the
individuals falling within categories (i) and (ii) are collectively referred to as the
Named Executives).

---



SUMMARY COMPENSATION
TABLE

|                            |                            | Annual Compensation | Long Term Compensation |                              
|--------------------------- | -------------------------- | ------------------- | ---------------------- | -----------------------------
|                            |                            |                     |                        |                              
|                            |                            |                     |                        |                              
|                            |                            |                     |                        |                              
|Name and Principal Position | Fiscal Year Ended March 31 | Salary($)           | Bonus($)               | Other Annual Compen-sation($)
|                            |                            |                     |                        |                              
|Bernard Zimmerman           | 2009                       | $                   | 0                      | $                            
|CEO and President           | 2008                       |                     | 0                      |                              
|                            | 2007                       |                     | 0                      |                              
|                            |                            |                     |                        |                              
|Martin Cohen                | 2009                       | $                   | 0                      | $                            
|Director                    | 2008                       |                     | 0                      |                              
|                            | 2007                       |                     | 0                      |                              
|                            |                            |                     |                        |                              
|                            |                            |                     |                        |                              

|(1) |  | Bernard  Zimmerman & Company,  Inc., an affiliate of Mr.  Zimmerman,  receives $2,000 per month pursuant to a consulting
agreement  with the  Company,  dated July 1, 2003,  to provide  consulting  services  with  respect to the  business and
finances of the Company. The consulting agreement expired on July 1,
2006 and has been authorized by the Board to continue on a month to
month basis. See Pages 2 and 16.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr. Cohen received $2,000 per month pursuant to a consulting agreement
         with the Company, dated July 1, 2003, to provide consulting services
         with respect to the business and finances of the Company. The
         consulting agreement expired on July 1, 2006 and had been authorized by
         the Board to continue on a month to month basis. Mr. Cohen's consulting
         agreement terminated effective March 31, 2007.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Stock Options

There
were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises, or (iii)
long-term incentive plan awards in the fiscal years ended March 31, 2009 and 2008 to any
named executives.

# Compensation of Directors

All
Directors, except Mr. Zimmerman, are entitled to receive a fee of $300 per Board meeting.
Audit Committee members receive a fee of $300 per Audit Committee meeting, provided that
Audit Committee meetings are held on a different day than meetings of the Board of
Directors.

The
members of the board as a group, except Mr. Zimmerman, received director fees of $5,700 in
total covering the fiscal year ended March 31, 2009.

---



# ITEM
11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.

# Security Ownership

The
following table, together with the accompanying footnotes, sets forth information, as of
March 31, 2009, regarding stock ownership of all persons known by FCCC to own beneficially
more than 5% of the Companys outstanding common stock, and named executives,
directors, and all directors and officers of FCCC as a group:

|Name and Address ofBeneficial Owner                                                                                                                 | Amount ofBeneficialOwnership | Percentof Class | OptionsExercisableWithin 60 Days | Total  | Percentof Class -Total
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | --------------- | -------------------------------- | ------ | ----------------------
|                                                                                                                                                    |                              |                 |                                  |        |                       
|5% Stockholders                                                                                                                                     |                              |                 |                                  |        |                       
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Robert E. HumphreysP. O. Box 990423Boston, MA 02199                                                                                                 | 114,900                      | (1)             | 7.36%                            | -      | 114,900               
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Walter P. CarucciUncle Mills Partners (formerlyCarucci Family Partnership)c/o Carr Securities Corp.
14 Vanderventer AvenuePort Washington, NY 11050 | 273,099                      | (4)             | 17.50%                           | -      | 273,099               
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Executive Officers and Directors                                                                                                                    |                              |                 |                                  |        |                       
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Martin Cohen27 E. 65th StreetSuite 11ANew York, NY 10021                                                                                            | 244,440                      | (2)             | 15.66%                           | -      | 244,440               
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Bernard Zimmerman18 High Meadow RoadWeston, CT 06883                                                                                                | 241,800                      | (3)             | 15.49%                           | -      | 241,800               
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Lawrence R. Yurdin431B North TrailStratford, CT 06815                                                                                               | 21,707                       | (5)             | 1.39%                            | 43,500 | 65,207                
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Michael L. Goldman11 Skytop DriveTrumbull, CT 06611                                                                                                 | 16,921                       |                 | 1.08%                            | 31,000 | 47,921                
|                                                                                                                                                    |                              |                 |                                  |        |                       
|Jay J. Miller430 East 57th StreetNew York, NY 10022                                                                                                 | -                            |                 | -                                | 15,000 | 15,000                
|                                                                                                                                                    |                              |                 |                                  |        |                       
|All directors and executive officers as
a group (five persons)                                                                                      | 524,868                      |                 | 33.62%                           | 89,500 | 614,368               

---

---





|(1) | Includes shares beneficially owned by members of Mr. Humphreys' immediate
family and affiliated trusts.
|--- | -------------------------------------------------------------------------------------------------------

|(2) | Includes shares held by Cohen Profit Sharing
Plan, an affiliate of Mr. Cohen.
|--- | -----------------------------------------------------------------------------

|(3) | Includes shares held by Bernard Zimmerman &
Company, Inc., an affiliate of Mr. Zimmerman.
|--- | -----------------------------------------------------------------------------------------

|(4) | Based upon Schedule 13G/A
filed on February 17, 2009, and includes 138,884 shares owned individually by
Mr.
       Carucci as well as the 134,215 shares owned by Uncle Mills Partners. Mr.
       Carucci asserts sole power to vote, dispose of, and direct the
       disposition of such shares owned individually by Uncle Mills Partners and
       by Carr Securities Corp.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Excludes 7,484 shares held by Mr. Yurdin's wife, as to which he disclaims beneficial ownership.
|--- | -----------------------------------------------------------------------------------------------

# Securities Authorized
For Issuance Under Equity Compensation Plans

Stock Option Plans

The
Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the
1999 Plan) was adopted in 1999 and the second plan, the 2002 Equity Incentive
Plan (the 2002 Plan) was adopted in 2003 (the 1999 Plan and the 2002 Plan are
collectively referred to herein as the Plans). Each Plan has reserved 150,000
shares of stock for grants under each, respectively. Pursuant to the Plans, the
Companys employees, officers, consultants, and directors are eligible to receive
grants of incentive and/or non-incentive stock options. The purpose of the Plans are to
advance the interests of the Company and its stockholders by helping the Company obtain
and retain the services of employees, officers, consultants, and directors, upon whose
judgment, initiative and efforts the Company is substantially dependent, and to provide
those persons with further incentives to advance the interests of the Company. In
addition, the Plans provide that the maximum term for options granted under the Plans is
10 years and that the exercise price for the options may not be less than the fair market
value of the Companys common stock on the date of grant. Options granted to
stockholders owning more than 10% of the Companys outstanding common stock must be
exercised within 5 years from the date of grant and the exercise price must be at least
110% of the fair market value of the Companys common stock on the date of the grant.

Options
granted pursuant to the 1999 Plan: On May 3, 2001, options to purchase 100,000 shares were
granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire
ten years from the date of grant. As a result of the Asset Sale, options to purchase
55,500 shares granted under the 1999 Plan expired by their terms when certain holders
thereof ceased to be employees of the Company. Accordingly, as of March 31, 2009, options
to purchase 45,500 shares were outstanding under the 1999 Plan. No options were exercised
or canceled during the year ended March 31, 2009 and 2008 and no compensation cost has
been recognized for stock options awarded under the 1999 Plan.

Options
granted pursuant to the 2002 Plan: On October 3, 2003, options to purchase 45,000 shares
were granted under the 2002 Plan at an exercise price of $1.05 per share. The options
expire ten years from the date of grant, and vest ratably over three years from the date
of grant; however, the option agreement stipulates accelerated vesting provisions under
certain circumstances as defined. As of March 31, 2009, options to purchase 45,000 shares
were outstanding under the 2002 Plan. No options were exercised or canceled during the
year ended March 31, 2008 and no compensation cost has been recognized for stock options
awarded under the 2002 Plan. At March 31, 2009, 45,000 options were vested.

Other Options

On
October 1, 2002, the Company granted non-qualified options to purchase an aggregate of
79,500 shares (Other Options), at an exercise price of $0.82 per share, to
certain then-current and former employees, officers and directors of the Company, whose
options had or were to have terminated as a result of the Asset Sale. The Company issued
the Other Options in consideration of the efforts of the grantees in connection with the
Asset and Stock Sales and their continued cooperation with and assistance to the Company
after the closing of those transactions. The granting of the Other Options was approved by
the stockholders of the Company at the June 3, 2003 Annual Stockholders Meeting. The terms
and conditions of the Other Options are identical to the terms and conditions of the
options issued under the Plans, except that they have not terminated upon the respective
holders thereof ceasing to be Eligible Persons under the Plans. Using the
Black-Scholes method of valuation, the aggregate value of the Other Options at the time of
their grant was $24,645. On September 28, 2007 options for 28,000 shares were exercised.
On September 30, 2007 all unexercised options expired.

---



The
following table sets forth, as of the year ended March 31, 2009, information with respect
to FCCCs compensation plans and individual compensation arrangements to which the
Company is a party, if any, under which equity securities of FCCC are authorized for
issuance:

|Plan Category                                              | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights | Weighted-averageexercise price ofoutstandingoptions, warrantsand rights | Number of securitiesremaining available forfuture issuance
|---------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------------------
|                                                          
|                                                           | (a)                                                                                     | (b)                                                                     | (c)                                                       
|                                                          
|Equity compensation plans approved by security holders     |                                                                                         |                                                                         |                                                           
|1999 Stock Option Plan                                     | 44,500                                                                                  | $   0.64                                                                | 105,500                                                   
|2002 Stock Option Plan                                     | 45,000                                                                                  | $   1.05                                                                | 105,000                                                   
|                                                           |                                                                                         |                                                                         |                                                           
|Equity compensation plans not approved by security holders | N/A                                                                                     | N/A                                                                     | N/A                                                       
|                                                           |                                                                                         |                                                                         |                                                           
|                                                          
|Total                                                      | 89,500                                                                                  | $   0.83                                                                | 210,500                                                   

The
weighted-average remaining contractual life of the outstanding options is approximately 4
years.

# ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

# ITEM
13.  EXHIBITS. (see page 25)

| | Exhibit No. |  | Description                                                                                                                                                                                                                            
| | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |  |                                                                                                                                                                                                                                        
| | 31.1        |  | Certification of the Principal Executive Officer and
                 Principal Financial Officer pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002                                                           
| |             |  |                                                                                                                                                                                                                                        
| | 32.1        |  | Certification of the Principal Executive Officer and
                 Principal Financial Officer pursuant to 18 U.S.C. Section
             1350 as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002

---



# ITEM 14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES.

# Audit Fees

Mahoney
Sabol & Company, LLP (MSC) was engaged as the Companys independent
public accountants as of October 10, 2003. MSC billed the Company an aggregate of $7,500
for the audit of the financial statements for the years ended March 31, 2007 and 2006.
Additionally, MSC billed the Company an aggregate of $6,000 for the reviews of the
Companys financial statements included in each Form 10-QSB of the Company filed
covering the fiscal quarters ended June 30, 2006, September 30, 2006 and December 31,
2006, respectively. MSC also billed the Company an aggregate of $4,000 for the review of
the Companys financial statements included in each of Form 10-QSB for the fiscal
quarter ended June 30, 2007 and September 30, 2007. See Item 8  Change of
Accountants for information concerning the appointment of Braver P.C. as the auditors for
the Company, effective January 4, 2008. Braver billed the Company $2,000 for a review of
the Companys financial statements included in the Companys Quarterly Report on
Form 10-QSB for the fiscal quarter ended December 31, 2007 and billed the Company $7,500
for the audit of the Companys financial statements included in the Companys
Annual Report on Form 10-KSB for the year ended March 31, 2008. Braver also billed the
Company $2,000 for each of the quarters ended June 30, 2008, September 30, 2008 and
December 31, 2008 for a review of the Companys 10Qs for each of those quarters
and will bill the Company $7,500 for their review of the Companys Annual Report on
Form 10-K for the year ended March 31, 2009.

# Audit-Related Fees

None.

# Tax Fees

MSC
billed an aggregate of $1,500 for the preparation of required federal and state income tax
filings for the years ended March 31, 2007 and 2006, respectively. Braver billed the
Company $1,500 for the preparation of required federal and state income tax filings for
the year ended March 31, 2008 and will bill a similar amount for the year ended March 31,
2009.

# All Other Fees

Each
of the permitted non-audit services has been pre-approved by the Audit Committee or the
Audit Committees Chairman pursuant to delegated authority by the Audit Committee,
other than de minimus non-audit services for which the pre-approval requirements are
waived in accordance with the rules and regulations of the Securities and Exchange
Commission.

# Audit Committee
Pre-Approval Policies and Procedures

The
Audit Committee charter provides that the Audit Committee will pre-approve the fees and
other significant compensation to be paid to the independent auditors.

---



# SIGNATURES

In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

| |                       | FCCC, INC.
| | --------------------- | ----------
| | Dated:  June 17, 2009 |           
| |                       |           
| |                       |           
| |                       |           

In
accordance with the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.

| | Dated:  June 17, 2009 |  |                                                                                                                                   
| | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
| |                       |  |                                                                                                                                   
| |                       |  | Name: Bernard Zimmerman                                                                                                           
| |                       |  | Title: President, Chief Executive Officer and Principal
                                                         Financial Officer

| | Dated:  June 17, 2009 |  | /s/ Martin Cohen  
| | --------------------- |  | ------------------
| |                       |  |                   
| |                       |  | Name: Martin Cohen
| |                       |  | Title: Director   

| | Dated:  June 17, 2009 |  | /s/ Jay J. Miller            
| | --------------------- |  | -----------------------------
| |                       |  |                              
| |                       |  | Name: Jay J. Miller          
| |                       |  | Title: Secretary and Director

| | Dated:  June 17, 2009 |  | /s/ Lawrence R. Yurdin  
| | --------------------- |  | ------------------------
| |                       |  |                         
| |                       |  | Name: Lawrence R. Yurdin
| |                       |  | Title: Director         

| | Dated:  June 17, 2009 |  | /s/ Michael L. Goldman  
| | --------------------- |  | ------------------------
| |                       |  |                         
| |                       |  | Name: Michael L. Goldman
| |                       |  | Title: Director         

---



# EXHIBIT INDEX

| | Exhibit No. |  | Description                                                                                                                                                                                                                      
| | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |  |                                                                                                                                                                                                                                  
| | 31.1        |  | Certificate of the Chief Executive Officer and Principal
                 Financial Officer pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002                                                           
| |             |  |                                                                                                                                                                                                                                  
| | 32.1        |  | Certificate of the Chief Executive Officer and Principal
                 Financial Officer pursuant to 18 U.S.C. Section 1350 as
             adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                 2002

---