---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

# FORM 10-KSB

|(Mark One) |                                                                                    | 
|---------- | ---------------------------------------------------------------------------------- | 
|           | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934      | 
|           |                                                                                    | 
|           | FOR THE FISCAL YEAR ENDED MARCH 31, 2006                                           | 
|           |                                                                                    | 
|           | OR                                                                                 | 
|           |                                                                                    | 
|           | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 | 
|           |                                                                                    | 
|           | For the transition period from _______________ to _______________                  | 
|           |                                                                                    | 
|           | Commission File number: 811-0969                                                   | 

|FCCC, INC.                                                       
|-----------------------------------------------------------------
|                                                                 
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|Connecticut                                                      
|                                                                 
|(State or other jurisdictionof incorporation or organization)    

| | 200 Connecticut Avenue, Norwalk, Connecticut 06854 | 
| | -------------------------------------------------- | 
| |                                                    | 
| | (Address of principal executive offices)           | 

| | (203) 855-7700              | 
| | --------------------------- | 
| |                             | 
| | (Issuer's telephone number) | 

---

Securities registered under Section
12(b) of the Exchange Act:                                                         NONE

---

Securities registered under Section
12(g) of the Exchange Act:                                   COMMON STOCK

---



---

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

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

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
   Large accelerated filer      Accelerated filer 
     Non-accelerated filer

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

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    No

Check if the disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.

State issuer's revenues for its most
recent fiscal year: $57,000

As of April 20, 2006, the aggregate
market value of the issuer's common stock held by non-affiliates of the issuer was
approximately $1,109,000.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock, as of April 20, 2006, was: 1,423,382

Transitional Small Business Format:    Yes    No

---



# FCCC, INC.

# FORM 10-KSB

# TABLE OF CONTENTS

|                           |    |                                                                                                                                  | Page
|-------------------------- | -- | -------------------------------------------------------------------------------------------------------------------------------- | ----
|FORWARD-LOOKING STATEMENTS
|                           |    |                                                                                                                                  |     
|PART I                    
|ITEM 1.                    |    | Description of Business                                                                                                          | 1   
|ITEM 2.                    |    | Description of Property                                                                                                          | 3   
|ITEM 3.                    |    | Legal Proceedings                                                                                                                | 3   
|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   
|ITEM 8.                    |    | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                                             | 17  
|ITEM 8A.                   |    | Controls and Procedures                                                                                                          | 17  
|ITEM 8B.                   |    | Other Information                                                                                                                | 17  
|                           |    |                                                                                                                                  |     
|PART III                  
|ITEM 9.                    |    | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
                 16(a) of the Exchange Act | 17  
|ITEM 10.                   |    | Executive Compensation                                                                                                           | 19  
|ITEM 11.                   |    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
                 Matters                  | 21  
|ITEM 12.                   |    | Certain Relationships and Related Transactions                                                                                   | 23  
|ITEM 13.                   |    | Exhibits                                                                                                                         | 23  
|ITEM 14.                   |    | Principal Accountant Fees and Services                                                                                           | 23  
|                           |    |                                                                                                                                  |     
|SIGNATURES                 |    |                                                                                                                                  | 25  
|EXHIBIT INDEX              | 26
|EXHIBIT 31.1               |    |                                                                                                                                  | 27  
|EXHIBIT 31.2               |    |                                                                                                                                  | 28  
|EXHIBIT 32.1               |    |                                                                                                                                  | 29  
|EXHIBIT 32.2               |    |                                                                                                                                  | 30  

---



# 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 quarterly report may include factors that could materially and adversely impact
the Companys financial condition and results of operations. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking statements as
a prediction of actual results. The Company undertakes no obligation to revise or update
any forward-looking statements after the date hereof.

# 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. FCCC is authorized to issue 22,000,000 shares of
common stock, without par value. The Company currently has 1,423,382 shares of common
stock issued and outstanding.

Prior
to June 30, 2003, the Company was engaged in the mortgage banking business. As more fully
discussed below, FCCC has had limited operations since June 30, 2003. Such operations
consist of a search for an appropriate transaction such as a merger, acquisition or other
business combination with an operating business or other appropriate financial
transaction.

# History

The
Company originally operated as a federally licensed small business investment company
under the Small Business Investment Act of 1958 and was registered as an investment
company under the Investment Company Act of 1940. The business of the Company consisted of
providing long-term loans to finance the growth, expansion and development of small
business concerns.

On
August 15, 1990, the Company filed a petition for relief under Chapter 11 of the federal
bankruptcy laws in the United States Bankruptcy Court. On October 18, 1991, the Company
filed a plan of reorganization (the Plan) with the United States Bankruptcy
Court. The Plan was confirmed as of January 9, 1992. Under the Plan, the Company was
required to surrender its license to operate as a small business investment company.

On
June 29, 1993, the Companys application for de-registration under the Investment
Company Act of 1940 was approved by the Securities and Exchange Commission.

On
December 15, 1993, the Company sold substantially all of its outstanding investment
portfolio as part of a bankruptcy plan. Also as part of this transaction, restrictions
under the Plan regarding the Companys lending activities were waived.

The
Company was granted a license by the State of Connecticut Department of Banking to engage
in business as a First Mortgage Loan-Lender/Broker on April 8, 1994. The Company was also
licensed by the State of Connecticut as a Second Mortgage Lender/Broker.

---



On
December 28, 1994, the United States Bankruptcy Court issued a final decree closing the
Chapter 11 case of the Company.

As
noted above, the Company was engaged in the mortgage banking business from 1994 until June
2003. On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all of
the operating assets and liabilities (excluding cash and certain deferred tax assets) of
the Companys mortgage business (the Asset Sale) to FCCC Holding Company,
LLC pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended,
for an aggregate adjusted purchase price of $1,137,000. Simultaneously with the closing of
the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of its
Common Stock, at a price of $1.00 per share, and five-year Warrants to purchase 200,000
shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment,
at a purchase price of $.01 per Warrant, to Bernard Zimmerman, the current President and
Chief Executive Officer of the Company, and Martin Cohen, the current Chairman of the
Board and Treasurer of the Company, or their affiliates, pursuant to the terms of a Stock
Purchase Agreement dated June 28, 2002, as amended (the Stock Sale). The
Companys shareholders approved these transactions on June 3, 2003.

# Current Business

As
a result of the Asset Sale, the Company has limited operations. The Companys
operations consist of a search for a merger, acquisition or 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 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 make 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, 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 will continue to incur moderate losses each quarter until a transaction considered
appropriate by management is effectuated.

# Competition

FCCC
is in direct competition with many entities in its efforts to locate a suitable
transaction. Included in the competition are business development companies, 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

The
Company currently has no employees. The Company has three executive officers, two of whom
have consulting arrangements with the Company. 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 located at 200 Connecticut Avenue, 5th Floor, Norwalk,
Connecticut from an unaffiliated party pursuant to a month-to-month arrangement.

# ITEM 3.  LEGAL
PROCEEDINGS.

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

# 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 of 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 low bid and high ask
prices of the Companys stock are quoted on the OTC Bulletin Board under the symbol
FCIC. Following are the low bid and high ask prices for the Companys common stock
during the fiscal years ended March 31, 2006 and 2005 as quoted on the OTC Bulletin Board:

---



| | FY Ended March 31, 2006 |  | Low    |  | High  
| | ----------------------- |  | ------ |  | ------
| |                         |  |        |  |       
| | First Quarter           |  | $ 1.08 |  | $ 1.14
| | Second Quarter          |  | 1.08   |  | 1.25  
| | Third Quarter           |  | 1.06   |  | 1.14  
| | Fourth Quarter          |  | 1.07   |  | 1.25  

| | FY Ended March 31, 2005 |  | Low    |  | High  
| | ----------------------- |  | ------ |  | ------
| |                         |  |        |  |       
| | First Quarter           |  | $ 0.92 |  | $ 4.50
| | Second Quarter          |  | 1.07   |  | 2.75  
| | Third Quarter           |  | 1.06   |  | 1.12  
| | Fourth Quarter          |  | 1.07   |  | 1.25  

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

On
April 20, 2006, the closing sale price for the Companys common stock was $1.10 per
share.

# Holders

The
approximate number of stockholders of record of the Company on April 20, 2006 was
approximately 1,300. The number of shares outstanding of the Companys common stock
as of April 20, 2006 was 1,423,382.

# Dividends

The
Company paid a special, one-time cash dividend of $0.50 per share on September 30, 2003.
Prior to this dividend, the Company had not paid any dividends on its Common Stock since
April 27, 1990. The payment of the Companys September 30, 2003 cash dividend was a
special, one-time dividend paid pursuant to the terms of the Asset Purchase Agreement
relating to the Companys Asset Sale, and the Company has no plans to pay any cash
dividends in the foreseeable future. The Company may, however, pay cash dividends as part
of a merger, acquisition 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, 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, Item 1
hereof.

Additionally,
pursuant to the terms of the Stock Purchase Agreement referenced in PART I, Item 1 hereof,
in the event that the Company is unable to consummate 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 in the event the Company is then involved in
good faith negotiations to consummate a material transaction or transactions), 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 will schedule a meeting of
stockholders and solicit proxies pursuant to which the stockholders will vote on whether
to dissolve and liquidate the Company. The Stock Purchase Agreement also provides 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

Prior
to June 30, 2003, the Company was engaged in the mortgage banking business. Since that
date, the Company has had limited operations, consisting of a search for a suitable
transaction such as an acquisition or other business combination with an operating
business.

The
Companys operations resulted in a loss of $45,000 for the year ended March 31, 2006
as compared to income of $119,000 for the year ended March 31, 2005. The decrease is
attributable to the following factors (a) the receipt by the Company of a termination fee
of $250,000 relating to the Wayfarer transaction described in Note 6 of the Notes to
Financial Statements in the year ended March 31, 2005, (b) an increase in interest income
of approximately $34,000, (c) legal expenses of $52,000 for the year ended March 31, 2005,
the majority of which was incurred in connection with the Wayfarer transaction, as
compared to normal legal expenses of $12,000 for the fiscal year ended March 31, 2006, and
(d) decreased operating expenses incurred during fiscal 2006 of approximately $11,000.

Stockholders
equity as of March 31, 2006 and 2005 was $1,626,000 and $1,671,000, respectively.

# Liquidity and Capital
Resources

FCCC
had cash on hand at March 31, 2006 and 2005 of $1,628,000 and $1,685,000, respectively.
FCCC had no other assets to meet ongoing expenses or debts that may accumulate. FCCC had
liabilities of $14,000 and $24,000 at March 31, 2006 and 2005, respectively.

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 consulting arrangements with management and expenses relating to its
leased office space. FCCCs cash requirements for the next twelve months are
relatively modest, consisting principally of legal, accounting and other expenses relating
to filings required under the Securities Exchange Act of 1934.

FCCC
paid no cash dividends in the fiscal years ended March 31, 2006 and 2005.

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
PART I, Item 7, Financial Statements and accompanying notes thereto.

---



# ITEM 7.  FINANCIAL
STATEMENTS.

# FCCC, INC.

# INDEX TO FINANCIAL STATEMENTS

|                                                        |   |                                               | Page 
|------------------------------------------------------- | - | --------------------------------------------- | -----
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 7
|FINANCIAL STATEMENTS:                                   | 8
|                                                        |   | Balance Sheets                                | 8    
|                                                        |   | Statements of Operations                      | 9    
|                                                        |   | Statements of Changes in Stockholders' Equity | 10   
|                                                        |   | Statements of Cash Flows                      | 11   
|                                                        |   | Notes to Financial Statements                 | 12-16

---



Report of
Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of FCCC, Inc.
Norwalk, Connecticut

We have audited the accompanying
balance sheets of FCCC, Inc. (the Company) as of March 31, 2006 and 2005, 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, 2006 and 2005 and the results of its operations and
cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

/s/ Mahoney Sabol &
Company, LLP

Certified Public
Accountants
Glastonbury, Connecticut

May 4, 2006

---



# FCCC, INC.BALANCE SHEETSAs of March 31, 2006 and March 31, 2005
(Dollars in thousands, except share data)

|                                                                                                                                                                 |           |         |           |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ------- | --------- | - | -------
|                                                                                                                                                                 | March 31, |         | March 31,
|                                                                                                                                                                 | 2006      |         | 2005     
|                                                                                                                                                                 | (Audited) |         | (Audited)
|                                                                                                                                                                 |           |         |           |   |        
|ASSETS                                                                                                                                                           |           |         |           |   |        
|Current assets:                                                                                                                                                  |           |         |           |   |        
|Cash and cash equivalents                                                                                                                                        | $         | 1,628   |           | $ | 1,685  
|Accrued interest receivable                                                                                                                                      |           | 11      |           |   | 9      
|                                                                                                                                                                 |           |         |           |   |        
|Total current assets                                                                                                                                             |           | 1,639   |           |   | 1,694  
|                                                                                                                                                                 |           |         |           |   |        
|Other assets                                                                                                                                                     |           | 1       |           |   | 1      
|                                                                                                                                                                 |           |         |           |   |        
|TOTAL ASSETS                                                                                                                                                     | $         | 1,640   |           | $ | 1,695  
|                                                                                                                                                                 |           |         |           |   |        
|                                                                                                                                                                 |           |         |           |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |           |         |           |   |        
|Current liabilities:                                                                                                                                             |           |         |           |   |        
|Accounts payable and other accrued expenses                                                                                                                      | $         | 14      |           | $ | 24     
|                                                                                                                                                                 |           |         |           |   |        
|Total current liabilities                                                                                                                                        |           | 14      |           |   | 24     
|                                                                                                                                                                 |           |         |           |   |        
|Commitments and contingencies                                                                                                                                    |           | -       |           |   | -      
|                                                                                                                                                                 |           |         |           |   |        
|TOTAL LIABILITIES                                                                                                                                                |           | 14      |           |   | 24     
|                                                                                                                                                                 |           |         |           |   |        
|Stockholders' equity:                                                                                                                                            |           |         |           |   |        
|Common stock, no par value, stated value $.50 per share,
                
authorized 22,000,000 shares, issued and outstanding
                
1,423,382 shares |           | 712     |           |   | 712    
|Additional paid-in capital                                                                                                                                       |           | 9,330   |           |   | 9,330  
|Accumulated deficit                                                                                                                                              |           | (8,416) |           |   | (8,371)
|                                                                                                                                                                 |           |         |           |   |        
|Total stockholders equity                                                                                                                                       |           | 1,626   |           |   | 1,671  
|                                                                                                                                                                 |           |         |           |   |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                       | $         | 1,640   |           | $ | 1,695  
|                                                                                                                                                                 |           |         |           |   |        

See notes to financial statements.

---



# FCCC, INC.

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

|                                            | Years Ended March 31,
|------------------------------------------- | ---------------------
|                                            |                      
|                                            | 2006                 
|                                            |                      
|Income:                                     |                      
|Fee income                                  | $                    
|Interest income                             |                      
|                                            |                      
|Total income                                |                      
|                                            |                      
|Expense:                                    |                      
|Legal expenses                              |                      
|Operating and administrative expenses       |                      
|                                            |                      
|Total expense                               |                      
|                                            |                      
|Income (loss) before income taxes           |                      
|Income tax expense                          |                      
|                                            |                      
|NET INCOME (LOSS):                          | $                    
|                                            |                      
|                                            |                      
|Basic earnings (loss) per share:            | $                    
|                                            |                      
|Diluted earnings (loss) per share:          | $                    
|                                            |                      
|Weighted average common shares outstanding: |                      
|Basic                                       |                      
|Diluted                                     |                      

See notes to financial statements.

---



# FCCC, INC.

# STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended March 31, 2006 and 2005(Audited)
(Dollars in thousands, except share data)

|                        |  | Common Stock |   | Paid-in |   | Accumulated |   |        
|----------------------- |  | ------------ | - | ------- | - | ----------- | - | -------
|                        |  | Shares       |   | Amount  |   | Capital     |   | Deficit
|                        |  |              |   |         |   |             |   |        
|Balance, March 31, 2004 |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,490)
|                        |  |              |   |         |   |             |   |        
|Net income              |  | -            |   | -       |   | -           |   | 119    
|                        |  |              |   |         |   |             |   |        
|Balance, March 31, 2005 |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,371)
|                        |  |              |   |         |   |             |   |        
|Net loss                |  | -            |   | -       |   | -           |   | (45)   
|                        |  |              |   |         |   |             |   |        
|Balance, March 31, 2006 |  | 1,423,382    | $ | 712     | $ | 9,330       | $ | (8,416)
|                        |  |              |   |         |   |             |   |        

See notes to financial statements.

---



# FCCC, INC.

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

|                                                                                     |                       |       |  |   |      
|------------------------------------------------------------------------------------ | --------------------- | ----- |  | - | -----
|                                                                                     | Years Ended March 31,
|                                                                                     |                      
|                                                                                     |                       | 2006  |  |   | 2005 
|                                                                                     |                       |       |  |   |      
|Cash Flows from Operating Activities:                                                |                       |       |  |   |      
|Net income (loss)                                                                    | $                     | (45)  |  | $ | 119  
|                                                                                     |                       |       |  |   |      
|                                                                                     |                       |       |  |   |      
|Adjustments to reconcile net income (loss) to cash provided by operating
activities: |                       |       |  |   |      
|Decrease (increase) in assets:                                                       |                       |       |  |   |      
|Accrued interest receivable                                                          |                       | (2)   |  |   | (9)  
|Increase (decrease) in liabilities:                                                  |                       |       |  |   |      
|Accounts payable and accrued expenses                                                |                       | (10)  |  |   | 15   
|                                                                                     |                       |       |  |   |      
|Net cash (used) provided by operating activities                                     |                       | (57)  |  |   | 125  
|                                                                                     |                       |       |  |   |      
|                                                                                     |                       |       |  |   |      
|Cash Flows From Investing Activities:                                                |                       | -     |  |   | -    
|                                                                                     |                       |       |  |   |      
|                                                                                     |                       |       |  |   |      
|Net Cash Flows From Financing Activities:                                            |                       | -     |  |   | -    
|                                                                                     |                       |       |  |   |      
|                                                                                     |                       |       |  |   |      
|Net (decrease) increase in cash and cash equivalents                                 |                       | (57)  |  |   | 125  
|                                                                                     |                       |       |  |   |      
|Cash and cash equivalents, beginning of year                                         |                       | 1,685 |  |   | 1,560
|                                                                                     |                       |       |  |   |      
|Cash and cash equivalents, end of year                                               | $                     | 1,628 |  | $ | 1,685
|                                                                                     |                       |       |  |   |      
|                                                                                     |                       |       |  |   |      
|Supplemental cash flow disclosures:                                                  |                       |       |  |   |      
|Cash payments of income taxes                                                        | $                     | 6     |  | $ | 2    

See notes to financial statements.

---



# FCCC, INC.

# NOTES TO FINANCIAL
STATEMENTS

# YEARS ENDED MARCH 31,
2006 AND 2005

# NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

The
accompanying financial statements of FCCC, Inc. (the Company), formerly known as The First
Connecticut Capital Corporation, have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP).

The
financial statements reflect the results of the sale consummated as of June 30, 2003 of
all the Companys operating assets and liabilities (excluding cash and certain
deferred tax assets) (the Asset Sale) to FCCC Holding Company, LLC, a Connecticut limited
liability company (Holding), pursuant to the terms of an Asset Purchase Agreement dated
June 28, 2002, as amended (the APA).

Prior
to the Asset Sale, the Company was engaged in the mortgage lending business, which
involved the origination, purchase, sale and servicing of mortgage loans secured by
residential or commercial real estate.

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 one financial institution. Accounts are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $100,000 at each institution. At
various times throughout the year, cash balances exceeded FDIC limits. At March 31, 2006
and 2005, the Company had uninsured cash balances totaling $1,528,000 and $1,585,000,
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.

---



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 income (loss) per common share was calculated using the following number of
shares:

|                                            | 2006 |           |  | 2005
|------------------------------------------- | ---- | --------- |  | ----
|                                            |      |           |  |     
|Average shares outstanding                  |      | 1,423,382 |  |     
|                                            |      |           |  |     
|Basic shares                                |      | 1,423,382 |  |     
|                                            |      |           |  |     
|Net dilutive effect of options and warrants |      | 151,955   |  |     
|                                            |      |           |  |     
|Diluted shares                              |      | 1,575,337 |  |     
|                                            |      |           |  |     

Stock Options:

The
Company adopted Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation, which establishes a fair value based
method of accounting for an employee stock option or similar equity instrument. SFAS No.
123 gives entities a choice of recognizing related compensation expense by adopting the
fair value method or measuring compensation using the intrinsic value approach under
Accounting Principles Board (APB) opinion No. 25. If the intrinsic value approach for
measurement is elected; SFAS No. 123 requires supplemental disclosure to show the effects
of using the fair value measurement criteria. The Company intends to continue using the
measurement prescribed by APB Opinion No. 25, whereby the Company does not recognize
compensation costs at the grant date; accordingly, this pronouncement does not affect the
Companys financial position or results of operations (see Note 3).

Common Stock Warrants:

In
connection with the Asset Sale, the Company issued 5-year Warrants 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 $.50 per share cash dividends during September 2003. No warrants
were exercised or cancelled during the years ended March 31, 2006 and March 31, 2005.

New Pronouncements:

On
December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 123 (revised 2004), Share-Based Payment (SFAS
123(R)), which is a revision of FASB Statement No. 123, Accounting for Stock-Based
Compensation. SFAS 123(R) requires expense for all share-based payments to employees,
including grants of employee stock options, to be recognized in the income statement based
on their fair values. Pro forma disclosure is no longer an alternative. For the Company,
this statement is effective as of April 1, 2006. The Company anticipates adoption of 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.

---



The
Company has implemented all new accounting pronouncements that are in effect and that may
impact our financial statements and do not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on our financial
statements.

Reclassifications:

Certain
amounts as of and for the year ended March 31, 2005 have been reclassified to conform to
the March 31, 2006 presentation. The reclassifications have no material effect on the
financial statements.

# 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. 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. No options were exercised or canceled
during the years ended March 31, 2006 and 2005 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. None of
these options was vested, exercised or canceled during the years ended March 31, 2006 and
2005 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. None of these options was exercised or
cancelled during the years ended March 31, 2006 and 2005, and no compensation cost has
been recognized for these options.

The
weighted-average remaining contractual life of the outstanding options is approximately7 years.

The
Company has adopted the disclosure only provision of SFAS No. 123 (see Note 1). During
fiscal 2006 and 2005, no new options were granted, and no new pro forma 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 for approximately $1,000 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 approximately $500 per month. Rent expense totaled $6,000 and $7,500 for the
years ended March 31, 2006 and 2005, respectively.

On
July 1, 2003, the Company entered into consulting agreements with the Companys
President and Chairman of the Board, or their affiliates. The agreements terminate on July
1, 2006 as defined, and stipulate monthly payments of $2,000 to each consultant plus
reasonable and necessary out-of-pocket expense. Fees related to these agreements totaled
$48,000 for the years ended March 31, 2006 and 2005. The Board authorized the extension of
the consulting agreements, on a month to month basis, on terms and conditions
substantially similar to those of the previous agreements.

The
Company is obligated under a letter of credit issued by the Company to the Town of
Fairfield in the amount of $2,750. As a condition to the Asset Sale consummated in June
2003, the purchaser placed funds in escrow at closing to secure the obligations of the
Company under this letter of credit. Such letter of credit was released in April 2005.

---



# NOTE 5  INCOME
TAXES:

The
income tax provision consists of the following for the years ended March 31, 2006 and
2005:

|                       | 2006 |       |  | 2005
|---------------------- | ---- | ----- |  | ----
|                       |      |       |  |     
|Current expense:       |      |       |  |     
|Federal                | $    | -     |  | $   
|State (tax on capital) |      | 6,000 |  |     
|                       |      |       |  |     
|Total current          | $    | 6,000 |  | $   
|                       |      |       |  |     

|Deferred expense:   |   |       |  |   |      
|------------------- | - | ----- |  | - | -----
|Federal             | $ | -     |  | $ | -    
|State               |   | -     |  |   | -    
|                    |   |       |  |   |      
|Total deferred      |   | -     |  |   | -    
|                    |   |       |  |   |      
|Total tax provision | $ | 6,000 |  | $ | 7,000
|                    |   |       |  |   |      

At March
31, 2006 and 2005, there were no net deferred tax assets or liabilities recognized for
taxable temporary differences.

The
Company establishes a valuation allowance in accordance with the provisions of SFAS No.
109, Accounting for Income Taxes. The Company continually reviews the adequacy
of the valuation allowance and recognizes a benefit from income taxes only when
reassessment indicates that it is more likely than not that the benefits will be realized.

At
March 31, 2006, the Company had available federal net operating losses of approximately
$8,000,000 for income tax purposes, which expire from 2007 to 2023.

# NOTE 6  FEE INCOME:

On
May 19, 2004, the Company entered into a Standstill and Tender Offer Agreement (the
Standstill Agreement) with Wayfarer Financial Group, Inc. (Wayfarer). Pursuant to the
Standstill Agreement, the Company agreed to a 90-day standstill period in exchange for a
$250,000 non-refundable (subject to the terms and conditions of the Standstill Agreement)
cash standstill fee paid to the Company, during which time Wayfarer had planned, among
other things, to effect a tender offer for a minimum of 62% of the issued and outstanding
shares of common stock of the Company at a price of $3.05 per share in cash.

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

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

---



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

None.

# ITEM
8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure
Controls and Procedures

The
Companys Chief Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as
defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of
the end of the period reported in this annual report (the Evaluation Date),
concluded that the Companys disclosure controls and procedures were effective and
designed to ensure that material information relating to the Company is accumulated and
would be made known to them by others as appropriate to allow timely decisions regarding
required disclosures.

Changes in Internal
Controls

The
Company does not believe that there are significant deficiencies in the design or
operation of its internal controls that could adversely affect its ability to record,
process, summarize and report financial data. Although there were no significant changes
in the Companys internal controls or in other factors that could significantly
affect those controls subsequent to the Evaluation Date, the Companys senior
management, in conjunction with its Board of Directors, continuously reviews overall
company policies and improves documentation of important financial reporting and internal
control matters. The Company is committed to continuously improving the state of its
internal controls, corporate governance and 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 April 20, 2006 are as follows:

|Name                |  | Age |  | Position                                                                      |  | DirectorSince
|------------------- |  | --- |  | ----------------------------------------------------------------------------- |  | -------------
|                    |  |     |  |                                                                               |  |              
|Martin Cohen        |  | 71  |  | Treasurer, Principal Financial Officer and Chairman of the Board of Directors |  | 2003         
|Bernard Zimmerman   |  | 73  |  | President, Chief Executive Officer and Director                               |  | 2003         
|Jay J. Miller*      |  | 73  |  | Secretary and Director                                                        |  | 2003         
|Lawrence R. Yurdin* |  | 65  |  | Director                                                                      |  | 1986         
|Michael L. Goldman* |  | 45  |  | Director                                                                      |  | 1998         
|                    |  |     |  |                                                                               |  |              

*Member of Audit Committee

---



# Biographies of Directors
and Officers

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. 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.

BERNARD
ZIMMERMAN became President, Chief Executive Officer and a Director of the Company in July
2003. Mr. Zimmerman is the President of Bernard Zimmerman and Company, Inc., a financial
management and consulting firm, and is a director on the boards of Sbarro, Inc., The
Institute for Cancer Research and Molecular Medicine, and the M. and A. Sbarro Family
Foundation. Mr. Zimmerman is a Certified Public Accountant. He has over 30 years
experience in the merger, acquisition and business combination fields.

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 boards of Covista Communications,
Inc., a long distance telephone service provider and AmTrust Financial Services, Inc., an
insurance holding company, as well as its affiliated insurance entities.

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 the Vice President, Secretary and a
Manager of FCCC Holding Company, LLC d/b/a First Connecticut Capital, 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 ten percent (10%) 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
ten percent (10%) 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 ten percent (10%) stockholders were complied with during the fiscal year
ended March 31, 2006.

# 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, 2007.

# 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, 2004, 2005 and 2006 by the
Companys (i) Chief Executive Officer, and (ii) highly compensated
executive officers, other than the CEO, as determined by Regulation S-B, 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 | Year | Salary($)           | Bonus($)               | Other Annual Compen-sation($)
|                            |      |                     |                        |                              
|Bernard Zimmerman           | 2006 | $            0      | $       0              | $ 24,000 (1)                 
|CEO and President           | 2005 | 0                   | 0                      | 24,000 (1)                   
|                            | 2004 | 0                   | 0                      | 18,000 (1)                   
|                            |      |                     |                        |                              
|Martin Cohen                | 2006 | $            0      | $       0              | $ 24,000 (2)                 
|Chairman and Treasurer      | 2005 | 0                   | 0                      | 24,000 (2)                   
|                            | 2004 | 0                   | 0                      | 18,000 (2)                   
|                            |      |                     |                        |                              
|Lawrence R. Yurdin          | 2006 | $            0      | $       0              | $               0            
|Former CEO and              | 2005 | 0                   | 0                      | 0                            
|President (3)               | 2004 | 33,653              | 0                      | 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 expires on July 1,          2006 and has been
authorized by the Board to continue on a month to          month basis.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr.
Cohen 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 expires on July
1, 2006 and has been authorized by          the Board to continue on a month to month
basis.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Mr.
Yurdin resigned from his position as President and CEO of the          Company as of June
27, 2003, at which time he was appointed Chief          Financial Officer of the Company.
Mr. Yurdin resigned from his position          as CFO on August 31, 2003. Mr. Yurdin
remains a Director of the          Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



# 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, 2006 and 2005 to any
Named Executives.

# Compensation of Directors

Directors,
except Messrs. Cohen and 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.

---



# 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
April 2006, regarding stock ownership of all persons known by FCCC to own beneficially
more than 5% of the Companys outstanding common stock, Named Executives, all
directors, and all directors and officers of FCCC as a group:

|Name and Address ofBeneficial Owner                            | Amount ofBeneficialOwnership | Percent ofClass | Options andWarrantsExercisableWithin 60 Days | Total   | Percentof Class -Total
|-------------------------------------------------------------- | ---------------------------- | --------------- | -------------------------------------------- | ------- | ----------------------
|                                                               |                              |                 |                                              |         |                       
|5% Stockholders                                                |                              |                 |                                              |         |                       
|                                                               |                              |                 |                                              |         |                       
|Robert E. Humphreys64 Alcott StreetActon, MA 01720             | 114,900                      | (1)             | 8.07%                                        | -       | 114,900               
|                                                               |                              |                 |                                              |         |                       
|Remnant Partners L.P.714 St. Johns RoadBaltimore, MD 21210     | 130,076                      | (2)             | 9.14%                                        | -       | 130,076               
|                                                               |                              |                 |                                              |         |                       
|Executive Officers and Directors                               |                              |                 |                                              |         |                       
|                                                               |                              |                 |                                              |         |                       
|Martin Cohen27 E. 65th StreetSuite 11ANew York, NY 10021       | 188,300                      | (3)             | 13.23%                                       | 100,000 | 288,300               
|                                                               |                              |                 |                                              |         |                       
|Bernard Zimmerman18 High Meadow RoadWeston, CT 06883           | 188,300                      | (4)             | 13.23%                                       | 100,000 | 288,300               
|                                                               |                              |                 |                                              |         |                       
|Lawrence R. Yurdin431B North TrailStratford, CT 06815          | 21,707                       | (5)             | 1.53%                                        | 28,500  | 50,207                
|                                                               |                              |                 |                                              |         |                       
|Michael L. Goldman11 Skytop DriveTrumbull, CT 06611            | 16,921                       |                 | 1.19%                                        | 16,000  | 32,921                
|                                                               |                              |                 |                                              |         |                       
|Jay J. Miller430 East 57th StreetNew York, NY 10022            | -                            |                 | -                                            | -       | -                     
|                                                               |                              |                 |                                              |         |                       
|All directors and executive officers as a group (five persons) | 415,228                      |                 | 29.17%                                       | 244,500 | 659,728               

---

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

|(2) |  | Includes
shares owned by John C.           Boland, manager of Remnant Partners L.P., in personal
accounts, as per Schedule 13G, filed on
January 20, 2006.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes
shares held by Cohen Profit Sharing Plan, an affiliate of Mr. Cohen.
|--- |  | -----------------------------------------------------------------------------

---



|(4) |  | Includes
shares held by Bernard Zimmerman & Company, Inc., an           affiliate of Mr.
Zimmerman.
|--- |  | ---------------------------------------------------------------------------------------------------

|(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 April 2006, options to
purchase 45,500 shares were outstanding under the 1999 Plan. No options were exercised or
canceled during the year ended March 31, 2006 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. As of April 2006, options to purchase 45,000
shares were outstanding under the 2002 Plan. No options were exercised or canceled during
the year ended March 31, 2006 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 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.

The
following table sets forth, as of the year ended March 31, 2006, information with respect
to FCCCs compensation plans and individual compensation arrangements to which FCCC
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                                                   
|Other Options                                              | 79,500                                                                                  | $   0.82                                                                | N/A                                                       
|                                                           |                                                                                         |                                                                         |                                                           
|Equity compensation plans not approved by security holders | N/A                                                                                     | N/A                                                                     | N/A                                                       
|                                                          
|Total                                                      | 169,000                                                                                 | $   0.83                                                                | 210,500                                                   

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

# ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

# ITEM
13.  EXHIBITS.

| | Exhibit No. |  | Description                                             
| | ----------- |  | --------------------------------------------------------
| |             |  |                                                         
| | 31.1        |  | Section 302 Certification of Chief Executive Officer    
| | 31.2        |  | Section 302 Certification of Principal Financial Officer
| | 32.1        |  | Section 906 Certification of Chief Executive Officer    
| | 32.2        |  | Section 906 Certification of Principal Financial Officer

# 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, 2006 and 2005.
Additionally, MSC billed the Company an aggregate of $12,000 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, September 30, and December 31, 2005 and 2004,
respectively.

# 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, 2006 and 2005, respectively.

# 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.
|------------------ |  | ----------
|                   |  |           
|                   |  | By:       
|                   |  |           
|                   |  |           
|                   |  |           
|Dated: May 4, 2006 |  |           

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.

|                   |  |  |                                             
|------------------ |  |  | --------------------------------------------
|                   |  |  |                                             
|                   |  |  | Name: Bernard Zimmerman                     
|                   |  |  | Title: President and Chief Executive Officer
|Dated: May 4, 2006 |  | 

|                   |  |  |                                                                                                                                        
|------------------ |  |  | ---------------------------------------------------------------------------------------------------------------------------------------
|                   |  |  |                                                                                                                                        
|                   |  |  | Name: Martin Cohen                                                                                                                     
|                   |  |  | Title: Chairman of the Board, Treasurer and Principal
                                                                Financial Officer
|Dated: May 4, 2006 |  | 

|                   |  |  | /s/ Jay J. Miller            
|------------------ |  |  | -----------------------------
|                   |  |  |                              
|                   |  |  | Name: Jay J. Miller          
|                   |  |  | Title: Secretary and Director
|Dated: May 4, 2006 |  | 

|                   |  |  | /s/ Lawrence R. Yurdin  
|------------------ |  |  | ------------------------
|                   |  |  |                         
|                   |  |  | Name: Lawrence R. Yurdin
|                   |  |  | Title: Director         
|Dated: May 4, 2006 |  | 

|                   |  |  | /s/ Michael L. Goldman  
|------------------ |  |  | ------------------------
|                   |  |  |                         
|                   |  |  | Name: Michael L. Goldman
|                   |  |  | Title: Director         
|Dated: May 4, 2006 |  | 

---



# EXHIBIT INDEX

| | Exhibit No. |  | Description                                             
| | ----------- |  | --------------------------------------------------------
| |             |  |                                                         
| | 31.1        |  | Section 302 Certification of Chief Executive Officer    
| | 31.2        |  | Section 302 Certification of Principal Financial Officer
| | 32.1        |  | Section 906 Certification of Chief Executive Officer    
| | 32.2        |  | Section 906 Certification of Principal Financial Officer

---