---



UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION



___________________________



FORM 10-KSB



|(Mark One) |                                                                                 
|---------- | --------------------------------------------------------------------------------
|x          | ANNUAL REPORT UNDER SECTION 13
		OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED MARCH 31, 2005



OR



|o | 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
			
			06-0759497(State
			or other jurisdiction
			of incorporation or organization)
			
			(I.R.S.
			Employer Identification No.)200
				Connecticut Avenue, Norwalk, Connecticut 06854(Address
			of principal executive offices)(203)
				855-7700(Issuer's
			telephone number)___________________________Securities registered under Section 12(b) of the Exchange Act:NONE___________________________Securities registered under Section 12(g) of the Exchange Act:COMMON STOCK






---

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

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. o

State issuer's revenues
for its most recent fiscal year: $273,000

As of April 21, 2005,
the aggregate market value of the issuer's common stock held by non-affiliates
of the issuer was approximately $1,088,800.


APPLICABLE ONLY TO
CORPORATE ISSUERS

The number of shares outstanding of
the issuer's Common Stock, as of April 28, 2005, was: 1,423,382

Transitional Small Business Format:
Yes o  Nox























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---





FCCC,
INC.



FORM 10-KSB



TABLE OF CONTENTS



|                           |    |                                                                                                                 | Page
|-------------------------- | -- | --------------------------------------------------------------------------------------------------------------- | ----
|                          
|FORWARD-LOOKING STATEMENTS | 1  |                                                                                                                
|                           |    |                                                                                                                
|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                          | 19  
|ITEM 8A.                   |    | Controls and Procedures                                                                                         | 19  
|ITEM 8B.                   |    | Other Information                                                                                               | 19  
|                           |    |                                                                                                                 |     
|PART III                   |    |                                                                                                                
|ITEM 9.                    |    | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 19  
|ITEM 10.                   |    | Executive Compensation                                                                                          | 21  
|ITEM 11.                   |    | Security Ownership of Certain Beneficial Owners and Management and
		Related Stockholder Matters                | 23  
|ITEM 12.                   |    | Certain Relationships and Related Transactions                                                                  | 25  
|ITEM 13.                   |    | Exhibits                                                                                                        | 25  
|ITEM 14.                   |    | Principal Accountant Fees and Services                                                                          | 25  
|                           |    |                                                                                                                 |     
|SIGNATURES                 | 27 |                                                                                                                
|EXHIBIT INDEX              | 28 |                                                                                                                
|EXHIBIT
		31.1             |    |                                                                                                                
|EXHIBIT 31.2               |    |                                                                                                                
|EXHIBIT
		32.1             |    |                                                                                                                
|EXHIBIT 32.2               |    |                                                                                                                





i

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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.





1

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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.





2

---





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, 2005 and 2004 as quoted on
the OTC Bulletin Board:





3

---





| | FY Ended March 31, 2005 |  | Low |      | High
| | ----------------------- |  | --- | ---- | ----
| | First Quarter           |  | $   | 0.92 |     
| | Second Quarter          |  |     | 1.07 |     
| | Third Quarter           |  |     | 1.06 |     
| | Fourth Quarter          |  |     | 1.07 |     
| |                         |  |     |      |     
| | FY Ended March 31, 2004 |  | Low |      | High
| | First Quarter           |  | $   | 0.81 |     
| | Second Quarter          |  |     | 1.00 |     
| | Third Quarter           |  |     | 0.85 |     
| | Fourth Quarter          |  |     | 0.92 |     



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



On April 21, 2005, the closing sale price for the Company's common stock was
$1.08 per share.



Holders



The approximate number of stockholders of record of the Company on April 28,
2005 was 1,300. The number of shares outstanding of the Company's common stock
as of April 28, 2005 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.





4

---





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 income of $119,000 for
the year ended March 31, 2005 as compared to a loss of $199,000 for the year
ended March 31, 2004. The increase is attributable to (a) the
receipt by the Company of a termination fee of $250,000 relating to the Wayfarer
transaction described in Note 7 of the Notes to Financial Statements, (b) an
increase in interest income of approximately $9,000, and (c) the
elimination of the loss of $129,000 from discontinued operations incurred during
the first fiscal quarter of the year ended March 31, 2004 less (d) 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 $11,000 for the previous fiscal year less (e) increased
operating expenses incurred during fiscal 2005 of approximately $31,000.



Stockholder's equity as of March 31, 2005 and 2004 was
$1,671,000 and $1,552,000, respectively.



Liquidity and Capital
Resources



FCCC had cash on hand at March 31, 2005 and 2004 of $1,685,000 and $1,560,000,
respectively. FCCC had no other assets
to meet ongoing expenses or debts that may accumulate. FCCC had liabilities of
$24,000 and $9,000 at March 31, 2005 and 2004, 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 year ended March 31, 2005.



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



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, the
purchaser placed funds in escrow at closing to secure the obligations of the
Company under this letter of credit. No amounts have been drawn or are expected
to be drawn on this letter of credit.



Recent Accounting
Changes and New Accounting Pronouncements



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





5

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ITEM 7. 
FINANCIAL STATEMENTS.



FCCC, INC.



INDEX TO FINANCIAL
STATEMENTS



PageINDEPENDENT AUDITORS' REPORT
7FINANCIAL STATEMENTS:
8Balance Sheets
8Statements of Operations
9Statements of Changes in Stockholders' Equity
10Statements of Cash Flows
11Notes to Financial Statements
12










































6

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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, 2005
and 2004, 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. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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, 2005 and 2004 and the results of its
operations and cash flows for the years then ended, in conformity with U.S.
generally accepted accounting principles.



/s/ Mahoney Sabol & Company,
LLP



Certified Public Accountants

Glastonbury, Connecticut



April 20, 2005



















7

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|FCCC, INC.                               
|-----------------------------------------
|                                         
|BALANCE SHEETS                           
|As of March 31, 2005 and March 31, 2004  
|(Dollars in thousands, except share data)
|                                         

|                                             |                                                            | March 31,
		2005
		(Audited)                         |        |       | March 31,
		2004
		(Audited) |       
|-------------------------------------------- | ---------------------------------------------------------- | ---------------------------------------------------- | ------ | ----- | ---------------------------- | ------
|ASSETS                                       |                                                            |                                                      |        |       |                              |       
|Current assets:                              |                                                            |                                                      |        |       |                              |       
|                                             | Cash and cash
		equivalents                                |                                                      | $      | 1,685 |                              |       
|                                             | Accrued interest receivable                                |                                                      |        | 9     |                              |       
|                                             |                                                            |                                                      |        |       |                              |       
|                                             |                                                            | Total current assets                                 |        | 1,694 |                              |       
|                                             |                                                            |                                                      |        |       |                              |       
|Other assets                                 |                                                            | 1                                                    |        |       | 1                            |       
|                                             |                                                            |                                                      |        |       |                              |       
|TOTAL
		ASSETS                               |                                                            | $                                                    | 1,695  |       |                              | $     
|                                             |                                                            |                                                      |        |       |                              |       
|                                             |                                                            |                                                      |        |       |                              |       
|LIABILITIES AND STOCKHOLDERS' EQUITY         |                                                            |                                                      |        |       |                              |       
|Current liabilities:                         |                                                            |                                                      |        |       |                              |       
|                                             | Accounts
		payable and other accrued expenses              |                                                      | 24     |       |                              | 9     
|                                             |                                                            |                                                      |        |       |                              |       
|                                             |                                                            | Total current liabilities                            |        | 24    |                              |       
|                                             |                                                            |                                                      |        |       |                              |       
|Commitments
		and contingencies              |                                                            | -                                                    |        |       | -                            |       
|                                             |                                                            |                                                      |        |       |                              |       
|TOTAL
		LIABILITIES                          |                                                            | 24                                                   |        |       | 9                            |       
|                                             |                                                            |                                                      |        |       |                              |       
|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   |                              |       
|                                             | Additional paid-in capital                                 |                                                      | 9,330  |       |                              | 9,330 
|                                             | Accumulated
		deficit                                      |                                                      | (8,371 | )     |                              | (8,490
|                                             |                                                            | Total
		stockholders' equity                         |        | 1,671 |                              |       
|                                             |                                                            |                                                      |        |       |                              |       
|TOTAL
		LIABILITIES AND STOCKHOLDERS' EQUITY |                                                            | $                                                    | 1,695  |       |                              | $     
|                                             |                                                            |                                                      |        |       |                              |       
|                                             |                                                            |                                                      |        |       |                              |       
|See notes to financial statements.          





8

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|FCCC, INC.                               
|-----------------------------------------
|                                         
|STATEMENTS OF OPERATIONS                 
|(Audited)                                
|(Dollars in thousands, except share data)
|                                         

|                                                               |                         | Years Ended March 31, |          
|-------------------------------------------------------------- | ----------------------- | --------------------- | ---------
|                                                               |                         |                       |          
|                                                               |                         | 2005                  |          
|CONTINUING OPERATIONS:                                         |                         |                       |          
|                                                               |                         |                       |          
|Income:                                                        |                         |                       |          
|                                                               | Fee Income              |                       | $        
|                                                               | Interest income         |                       | 23       
|                                                               |                         |                       |          
|Total income                                                   |                         | 273                   |          
|                                                               |                         |                       |          
|Expense:                                                       |                         |                       |          
|                                                               | Legal expenses          |                       | 52       
|                                                               | Operating expenses      |                       | 95       
|                                                               |                         |                       |          
|Total expense                                                  |                         | 147                   |          
|                                                               |                         |                       |          
|Income (loss)
		from continuing operations before income taxes |                         | 126                   |          
|Income tax
		expense                                           |                         | 7                     |          
|                                                               |                         |                       |          
|INCOME (LOSS) FROM CONTINUING OPERATIONS:                      |                         | 119                   |          
|                                                               |                         |                       |          
|DISCONTINUED OPERATIONS:                                       |                         |                       |          
|                                                               |                         |                       |          
|Gain (loss) from discontinued operations                       |                         | -                     |          
|Income tax
		expense                                           |                         | -                     |          
|                                                               |                         |                       |          
|GAIN
		(LOSS) FROM
		DISCONTINUED OPERATIONS (See Note 2)      |                         | -                     |          
|                                                               |                         |                       |          
|                                                               |                         |                       |          
|NET INCOME
		(LOSS)                                            |                         | $                     | 119      
|                                                               |                         |                       |          
|                                                               |                         |                       |          
|Basic
		earnings per share:                                    |                         |                       |          
|                                                               | Continuing operations   |                       | $        
|                                                               | Discontinued operations |                       |          
|                                                               |                         | Total                 |          
|                                                               |                         |                       |          
|Diluted earnings per share:                                    |                         |                       |          
|                                                               | Continuing
		operations |                       | $        
|                                                               | Discontinued operations |                       |          
|                                                               |                         | Total                 |          
|                                                               |                         |                       |          
|Weighted
		average common shares outstanding:                  |                         |                       |          
|                                                               | Basic                   |                       | 1,423,382
|                                                               | Diluted                 |                       | 1,644,578
|                                                               |                         |                       |          
|                                                               |                         |                       |          
|                                                               |                         |                       |          
|See notes to financial statements.                            





9

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|FCCC, INC.                                   
|---------------------------------------------
|                                             
|STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|For the years ended March 31, 2005 and 2004  
|(Audited)                                    
|(Dollars in thousands, except share data)    

|                                       |              |  |         |     |             |   |         |   |   |        |  
|-------------------------------------- | ------------ |  | ------- | --- | ----------- | - | ------- | - | - | ------ | -
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       | Common Stock |  |         |     |             |   |         |   |  
|                                       |              |  | Paid-in |     | Accumulated |   |         |   |  
|                                       | Shares       |  | Amount  |     | Capital     |   | Deficit |   |   | Total  |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Balance, March 31, 2003                | 1,173,382    |  | $       | 587 |             | $ | 9,253   |   | $ | (7,579 | )
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Issuance of shares                     | 250,000      |  |         | 125 |             |   | 127     |   |   | -      |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Dividends paid                         | -            |  |         | -   |             |   | -       |   |   | (712   | )
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Cost of additional
		authorized shares | -            |  |         | -   |             |   | (50     | ) |   | -      |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Net loss                               | -            |  |         | -   |             |   | -       |   |   | (199   | )
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Balance, March 31, 2004                | 1,423,382    |  | $       | 712 |             | $ | 9,330   |   | $ | (8,490 | )
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Net income                             | -            |  | -       |     | -           |   | 119     |   |   | 119    |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|Balance,
		March 31, 2005              | 1,423,382    |  | $       | 712 |             | $ | 9,330   |   | $ | (8,371 | )
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|                                       |              |  |         |     |             |   |         |   |   |        |  
|See notes to financial statements.    





10

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|FCCC, INC.              
|------------------------
|                        
|STATEMENTS OF CASH FLOWS
|(Audited)               
|(Dollars in thousands)  
|                        

|                                                                                       |                                                    | Years Ended March 31,                   |                                                       
|-------------------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------- | ------------------------------------------------------
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    | 2005                                    |                                                       
|Cash Flows from Operating Activities:                                                  |                                                    |                                         |                                                       
|Net income
		(loss)                                                                    |                                                    | $                                       | 119                                                   
|                                                                                       | Less: Income
		(loss) from discontinued operations |                                         | -                                                     
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       | Income (loss)
		from continuing operations         |                                         | 119                                                   
|                                                                                       |                                                    |                                         |                                                       
|Adjustments to reconcile net income (loss) to cash provided by
		operating activities: |                                                    |                                         |                                                       
|                                                                                       | Decrease
		(increase) in assets:                   |                                         |                                                       
|                                                                                       |                                                    | Due from
		FCCC Holding Company, LLC    |                                                       
|                                                                                       |                                                    | Other assets                            |                                                       
|                                                                                       | Increase
		(decrease) in liabilities:              |                                         |                                                       
|                                                                                       |                                                    | Accounts
		payable and accrued expenses |                                                       
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         | Net cash
		provided by operating activities           
|                                                                                       |                                                    |                                         |                                                       
|Cash Flows
		From Investing Activities:                                                |                                                    | -                                       |                                                       
|                                                                                       |                                                    |                                         |                                                       
|Cash Flows From Financing Activities:                                                  |                                                    |                                         |                                                       
|                                                                                       | Proceeds
		from sale of common stock               |                                         | -                                                     
|                                                                                       | Dividends
		paid                                   |                                         | -                                                     
|                                                                                       | Cost of additional
		authorized shares             |                                         | -                                                     
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         | Net cash provided by (used in)financing
		activities  
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         | Net cash provided by (used in) discontinued operations
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         | Net increase in cash and cash equivalents             
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         | Cash and cash equivalents, beginning of year          
|                                                                                       |                                                    |                                         | Cash and cash equivalents, end of year                
|                                                                                       |                                                    |                                         |                                                       
|Supplemental
		cash flow disclosures:                                                  |                                                    |                                         |                                                       
|                                                                                       | Cash payments of interest                          |                                         | $                                                     
|                                                                                       | Cash payments
		of income taxes                    |                                         | $                                                     
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         |                                                       
|                                                                                       |                                                    |                                         |                                                       
|See notes to financial statements.                                                    





11

---





FCCC, INC.



NOTES TO FINANCIAL
STATEMENTS



YEARS ENDED MARCH
31, 2005 AND 2004





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).
Simultaneously with the closing of the Asset Sale, the Company consummated the
sale of an aggregate of 250,000 shares of Common Stock, at a price of $1.00 per
share, and 5-year Warrants to purchase an aggregate of 200,000 shares of Common
Stock, exercisable at a price of $1.00 per share, subject to adjustment as
defined, 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 (the Stock Sale). As a result of the above transactions, all
operating results prior to June 30, 2003 have been reflected as discontinued
operations of the Company, as the Company is no longer conducting mortgage
lending business operations (see Note 2). In addition, the Company has written
off the deferred tax asset totaling $72,000 as of June 30, 2003, as the
utilization of the asset was uncertain at that time.



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 two financial institutions. 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,
2005 and 2004, the Company had uninsured cash balances totaling $1,574,000 and
$1,452,000, 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.





12

---





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:



| |                                               | 2005      |  | 2004     
| | --------------------------------------------- | --------- |  | ---------
| |                                               |           |  |          
| | Average shares
		outstanding                  | 1,423,382 |  | 1,361,224
| |                                               |           |  |          
| | Basic shares                                  | 1,423,382 |  | 1,361,224
| |                                               |           |  |          
| | Net dilutive
		effect of options and warrants | 221,196   |  | 113,489  
| |                                               |           |  |          
| | Diluted shares                                | 1,644,578 |  | 1,474,713
| |                                               |           |  |          



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 4).



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 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, 2005 and March 31, 2004.



New Pronouncements:



In June 2001, FASB issued SFAS No. 143 "Accounting for Retirement Obligations,"
which provides the accounting requirements for retirement obligations associated
with tangible long-lived assets. The Company adopted this standard effective
April 1, 2003. The initial adoption of this standard did not have a material
impact on the Company's financial statements.





13

---





In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the Fair-value-based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS 123. The Company accounts for stock-based
employee compensation arrangements in accordance with the provisions of APB No.
25, "Accounting for Stock Issued to Employees," and complies with the disclosure
provisions of SFAS 123 and SFAS 148.



In December 2003, FASB Interpretation No. 46R, "Consolidation of Variable Interest
Entities," ("VIE's") was issued. FIN 46R provides additional guidance
as to when certain entities need to be consolidated for financial reporting
purposes. The Company does not
believe that the adoption of this interpretation will have any effect on its
financial statements.



In April 2003, FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
accounting for derivative instruments. This statement is effective for contracts
(as defined) entered into or modified after June 30, 2003. The initial adoption
of this standard did not have a material impact on the Company's financial
statements.



In May 2003, FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which changes
the accounting for certain financial instruments that, under previous guidance,
issuers could account for as equity. The new statement requires that those
instruments be classified as liabilities in statements of financial position.
This statement is effective for financial instruments entered into or modified
after May 31, 2003, and other wise is effective at the beginning of the first
interim period beginning after June 30, 2003. The initial adoption of this
standard did not have a material impact on the Company's financial statements.



Reclassifications:



Certain amounts as of and for the year ended March 31, 2004 have been
reclassified to conform to the March 31, 2005 presentation. The
reclassifications have no material effect on the financial statements.



NOTE 2 - DISCONTINUED OPERATIONS:



On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all
its operating assets and liabilities (excluding cash and certain deferred tax
assets) to Holding pursuant to the terms of the APA. The purchase price of the
assets and liabilities assumed was approximately $1,137,000, excluding cash of
$1,067,000 as adjusted. The Company recognized a $50,000 gain from the sale of
the operating assets and liabilities to Holding pursuant to the APA. All amounts
due pursuant to the Asset Sale from Holding, and all amounts due from the Stock
Sale were paid on July 11, 2003, subject to immaterial post closing adjustments.
The Company has reported the results of operations, gain and deferred tax
adjustment for the period from April 1, 2003 to June 30, 2003.



The results of operations included in discontinued operations were as follows
(dollars in thousands):



| |                                              | Period from April 1 to June 30,
			2003 |     
| | -------------------------------------------- | --------------------------------------- | ----
| |                                              |                                         |     
| | Total revenue                                | $                                       | 261 
| | Income (loss) before income
		taxes          |                                         |     
| |                                              | from discontinued operations            |     
| | Add: gain on sale of
		operating assets      |                                         | 50  
| | Less: income tax provision                   |                                         | 74  
| |                                              |                                         |     
| | Income (loss) from
		discontinued Operations | $                                       | (129
| |                                              |                                         |     





14

---





NOTE 3 - 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 4 - 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, 2005 and 2003 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 were vested, exercised or canceled during the
years ended March 31, 2005 and 2004 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 were
exercised or cancelled during the years ended March 31, 2005 and 2004, and no compensation
cost has been recognized for these options.



The weighted-average remaining contractual life of the outstanding options is
approximately 7.4 years.





15

---





The Company has adopted the
disclosure only provision of SFAS No. 123 (see Note 1). During fiscal 2005, no
new options were granted, and no new pro forma compensation expense was
recognized. If the Company had
elected to recognize compensation costs based on the fair value of the grant for
awards granted, the Company's net income (loss) after tax would have been
adjusted to reflect additional compensation expense of $17,000 for
the year ended March 31, 2004. Pro forma net income
(loss) would have been $(216,000) and pro forma earnings per share
(basic and diluted) would have been as follows:



| |                            |  |  | 2004  
| | -------------------------- |  |  | ------
| | Earnings (loss) per share: |  |  |       
| | Basic - as reported        |  |  | (0.15)
| | Basic - pro forma          |  |  | (0.16)
| | Diluted - as reported      |  |  | (0.14)
| | Diluted - pro forma        |  |  | (0.15)
| |                            |  |  |       



The estimated weighted average fair
value of stock options at the time of grant using the Black-Scholes option
pricing model was $.37 for the fiscal 2004 options. The assumptions used in computing such fair values are as follows:



| | Annualized dividend yield | 0%  
| | ------------------------- | ----
| | Expected volatility       | 100%
| | Risk free interest rate   | 4.1%
| | Expected option term      | 10  



NOTE 5 - 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 $7,500 for the year ended
March 31, 2005. All leases entered into prior to July 1, 2003 were transferred
to Holding as part of the APA (see Notes 1 and 2).



On July 1, 2003, the Company entered
into consulting agreements with the Company's President and Chairman of the
Board. The agreements terminate on July 1, 2006 as defined, and stipulate
monthly payments of $2,000 to each individual plus reasonable and necessary
out-of-pocket expense. Fees related to these agreements totaled $48,000 for
the year ended March 31, 2005 and $36,000 for the year ended March 31, 2004.



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.





16

---





NOTE 6 - INCOME TAXES:



The income tax provision taxes
consists of the following for the years ended March 31, 2005 and 2004:



| |                   |                     |                | 2005  |       | 2004
| | ----------------- | ------------------- | -------------- | ----- | ----- | ----
| | Current expense:  |                     |                |       |       |     
| |                   | Federal             | $              | -     |       | $   
| |                   | State               |                | 7,000 |       |     
| |                   |                     |                |       |       |     
| |                   |                     | Total current  | $     | 7,000 |     
| |                   |                     |                |       |       |     
| | Deferred expense: |                     |                |       |       |     
| |                   | Federal             | $              | -     |       | $   
| |                   | State               |                | -     |       |     
| |                   |                     |                |       |       |     
| |                   |                     | Total deferred | $     | -     |     
| |                   |                     |                |       |       |     
| |                   | Total tax provision | $              | 7,000 |       | $   
| |                   |                     |                |       |       |     



At March 31, 2005, there were no
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.



A reconciliation of the income tax
provision computed by applying the federal and state statutory rates to income
before taxes to the actual income tax provision for the years ended March 31,
2005 and 2004 is as follows:



| |                                       | 2005  |       | 2004 
| | ------------------------------------- | ----- | ----- | -----
| | Federal provision at
		statutory rate | $     | -     |      
| | State provision at statutory
		rate   |       | 7,000 |      
| | Valuation allowance and other         |       | -     |      
| |                                       |       |       |      
| |                                       | Total | $     | 7,000
| |                                       |       |       |      



At March 31, 2005, the Company had
available federal net operating losses of approximately $8,030,000 for income
tax purposes, which expire from 2006 to 2023.





17

---





NOTE 7 - 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.



















































18

---





ITEM 8.  CHANGES IN AND
	DISAGREEMENTS WITH ACCOUNTANTS.



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 28, 2005
	are as follows:



|Name                       |  | Age |  | Position                                                                      |  | Director Since
|-------------------------- |  | --- |  | ----------------------------------------------------------------------------- |  | --------------
|Martin Cohen               |  | 70  |  | Treasurer, Principal Financial Officer and Chairman of the Board of Directors |  | 2003          
|Bernard Zimmerman          |  | 72  |  | President, Chief Executive Officer and Director                               |  | 2003          
|Jay J. Miller*             |  | 72  |  | Secretary and Director                                                        |  | 2003          
|Lawrence R. Yurdin*        |  | 64  |  | Director                                                                      |  | 1986          
|Michael L. Goldman*        |  | 43  |  | Director                                                                      |  | 1998          
|*Member of Audit Committee





19

---





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 First Boston 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 Group, Inc., an insurance holding company, as
	well as its affiliated insurance entities. Mr. Miller is also the Chairman
	of the Board of AmTrust Pacific Ltd., a New Zealand real estate company.



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 FCCC Holding Company, LLC d/b/a
	First Connecticut Capital, 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 in 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.



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, 2005.



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.





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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, 2006.



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, 2003, 2004 and
	2005 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 Compensation
			($)
|Bernard ZimmermanCEO and President            |  | 2005
			2004
			2003 |  | $
			$
			$         | 0
			0
			-            |                        | $
			$
			$ | 0
			0
			-                     
|Martin CohenChairman and Treasurer            |  | 2005
			2004
			2003 |  | $
			$
			$         | 0
			0
			-            |                        | $
			$
			$ | 0
			0
			-                     
|Lawrence R. YurdinFormer CEO and President(3) |  | 2005
			2004
			2003 |  | $
			$
			$         | -
			33,653
			131,000 |                        | $
			$
			$ | -
			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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.                                                        
|(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.                           





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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 year ended
	March 31, 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.



































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ITEM 11.  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



Security Ownership



The following table, together with the accompanying footnotes, sets forth
information, as of April 28, 2005, 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 of Beneficial Owner                                  |  | Amount of
Beneficial
			Ownership |     | Percent of Class |        | Options and
Warrants
Exercisable
			Within 60 Days |         | Total |         | Percent of
			Class - Total
|--------------------------------------------------------------------- |  | --------------------------------- | --- | ---------------- | ------ | -------------------------------------------------- | ------- | ----- | ------- | ---------------------------
|                                                                      |  |                                   |     |                  |        |                                                    |         |       |         |                            
|5% Stockholders                                                       |  |                                   |     |                  |        |                                                    |         |       |         |                            
|Robert E. Humphreys
64 Alcott Street
Acton, MA 01720                  |  | 114,900                           | (1) |                  | 8.07%  |                                                    | -       |       | 114,900 |                            
|Remnant Partners L.P.
		714 St. Johns Road
		Baltimore, MD 21210-2134 |  | 101,015                           | (2) |                  | 7.10%  |                                                    | -       |       | 101,015 |                            
|                                                                      |  |                                   |     |                  |        |                                                    |         |       |         |                            
|Executive Officer and Directors                                       |  |                                   |     |                  |        |                                                    |         |       |         |                            
|Martin Cohen
27 E. 65th Street
Suite 11A
New York, NY 10021           |  | 188,300                           | (3) |                  | 13.23% |                                                    | 100,000 |       | 288,300 |                            
|Bernard Zimmerman
18 High Meadow Road
Weston, CT 06883                |  | 188,300                           | (4) |                  | 13.23% |                                                    | 100,000 |       | 288,300 |                            
|Lawrence R. Yurdin
431B North Trail
Stratford, CT 06815               |  | 21,707                            | (5) |                  | 1.53%  |                                                    | 28,500  |       | 50,207  |                            
|Michael L. Goldman
11 Skytop Drive
Trumbull, CT 06611                 |  | 16,921                            |     |                  | 1.19%  |                                                    | 16,000  |       | 32,921  |                            
|Jay J. Miller
430 East 57th Street
New 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.         
|(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.        





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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 28, 2005, options to purchase 45,500
shares were outstanding under the 1999 Plan. No options were exercised or
canceled during the year ended March 31, 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. As of
April 28, 2005, options to purchase 45,000 shares were outstanding under the
2002 Plan. No options were exercised or canceled during the year ended March 31,
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 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, 2005, 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:





24

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|Plan Category                                              |                        | Number of securities to be issued upon exercise of outstanding options, warrants and rights |         | Weighted average exercise price of outstanding options, warrants and rights |     | Number of securities remaining available for future
		issuance
|---------------------------------------------------------- | ---------------------- | ------------------------------------------------------------------------------------------- | ------- | --------------------------------------------------------------------------- | --- | --------------------------------------------------------------
|                                                           |                        |                                                                                             | (a)     |                                                                             | (b) |                                                               
|Equity compensation plans approved by security holders     |                        |                                                                                             |         |                                                                             |     |                                                               
|                                                           | 1999 Stock Option Plan |                                                                                             | 44,500  |                                                                             | $   | 0.64                                                          
|                                                           | 2002 Stock Option Plan |                                                                                             | 45,000  |                                                                             | $   | 1.05                                                          
|                                                           | Other Options          |                                                                                             | 79,500  |                                                                             | $   | 0.82                                                          
|                                                           |                        |                                                                                             |         |                                                                             |     |                                                               
|Equity compensation plans not approved by security holders |                        | N/A                                                                                         |         |                                                                             | N/A |                                                               
|                                                           | Total                  |                                                                                             | 169,000 |                                                                             | $   | 0.83                                                          
|                                                           |                        |                                                                                             |         |                                                                             |     |                                                               

The weighted-average remaining contractual life of the outstanding options is
approximately 7.4 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 year ended
March 31, 2004. Additionally, MSC billed the Company an aggregate of $5,500 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, 2004, September
30, 2004 and December 31, 2004, and an aggregate of $3,750 for the reviews of the Company's
financial statements included in each Form 10-QSB of the Company filed covering
the fiscal quarters ended September 30, 2003 and December 31, 2003.



Prior to the
engagement of MSC, Saslow Lufkin & Buggy, LLP ("SLB") was the Company's
independent public accountants. SLB billed the Company an aggregate of $31,900
for the audit of the financial statements for the year ended March 31, 2003.
Additionally, SLB billed the Company $3,400 for its review covering the fiscal
quarter ended June 30, 2003.



Audit-Related Fees



None.



Tax Fees



MSC billed an aggregate of $1,500 for the preparation of required federal and
state income tax filings.





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All Other Fees



SLB billed the Company $30,792 in the fiscal year ended March 31, 2003 for
services rendered in connection with the preparation of the Asset and Stock
Purchase Transactions referenced in PART I, Item 1 hereof.



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 SEC.



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.

































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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: | April 28, 2005 | 
|------ | -------------- | 







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,
															Chief Executive
															Officer and Director | 

|Dated: | April 28, 2005 | 
|------ | -------------- | 





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

|Dated: | April 28, 2005 | 
|------ | -------------- | 





| |                               | 
| | ----------------------------- | 
| | /s/ Jay J. Miller             | 
| | Name: Jay J. Miller           | 
| | Title: Secretary and Director | 

|Dated: | April 28, 2005 | 
|------ | -------------- | 





| |                          | 
| | ------------------------ | 
| | /s/ Lawrence R. Yurdin   | 
| | Name: Lawrence R. Yurdin | 
| | Title: Director          | 

|Dated: | April 28, 2005 | 
|------ | -------------- | 





| |                          | 
| | ------------------------ | 
| | /s/ Michael L. Goldman   | 
| | Name: Michael L. Goldman | 
| | Title: Director          | 

|Dated: | April 28, 2005 | 
|------ | -------------- | 







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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 | 

































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