UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K/A





(Amendment No. 1)




(Mark One)
  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  FOR THE FISCAL YEAR ENDED MARCH 31, 2011
  OR
 oTRANSITION 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





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


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o No x
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company’ in Rule 12b-2 of the Exchange Act.
  Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller Reporting company
x
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x    No o
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o





Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to this Form 10-K. o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months) or for such shorter period that the registrant was required to submit and post such files). Yes o No o





State issuer’s revenues for its most recent fiscal year ended March 31, 2011:    $ 4,000.





As of March 31, 2011, the aggregate market value of the issuer’s common stock held by non-affiliates of the issuer was approximately $ 160,000.




APPLICABLE ONLY TO CORPORATE ISSUERS




The number of shares outstanding of the issuer's Common Stock, as of March 31, 2011, was: 1,561,022.




Transitional Small Business Format:    Yes o   No x













FCCC, INC.




EXPLANATORY NOTE




This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2011 (the “Original Filing”). The Registrant is filing this Amendment to substitute the below shown item in the second paragraph of Item 8A Controls and Procedures in response to comments received from SEC staff by letters dated January 12, 2012 and January 25, 2012. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer (same person) are filed as exhibits to this Amendment and apply to this Amendment and the Original Filing, as amended.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.





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1.         The following replaces the text set forth below the heading Item 8A Controls and Procedures on Page 17 of the Company’s Annual Report as prescribed by Items 307 and 308 of Regulation S-K:





Evaluation of Disclosure Controls and Procedures





The Company’s Chief Executive Officer who is also the 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.





Report of Management on Internal Controls Over Financial Reporting





The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  Our internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Chief Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Internal controls over financial reporting including those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurances that the Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.





3


The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2011 and concluded that such internal controls are effective.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated Framework.





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





During the Company’s fourth fiscal quarter and during the fiscal year ended March 31, 2011, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.




2.           The certification in the beginning of Section 4 of Exhibit 31.1 has been changed to the exact form prescribed by Item 601(b)(31) of Regulation S-K





The registrant’s certifying officer is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant have:




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SIGNATURES




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




FCCC, INC.Dated: February 7, 2012
By:Name: Bernard ZimmermanTitle: President, Chief Executive Officer andChief Financial Officer





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




Dated:  February 7, 2012
By:Name: Bernard ZimmermanTitle: President, Chief Executive Officer and Principal Financial Officer




Dated:  February 7, 2012
By:
/s/ Jay J. MillerName: Jay J. MillerTitle: Secretary and Director




Dated:  February 7, 2012
By:
/s/ Michael L. GoldmanName: Michael L. GoldmanTitle: Director





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EXHIBIT INDEX





Exhibit No.

Description31.1

Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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