FCIC FCCC Inc (CE)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-­Q

 

(Mark One) 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

OR 

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number 001-­08589 

 

FCCC, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Connecticut		06-­0759497
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3502 Woodview Trace, STE 200, Indianapolis, Indiana		46268
(Address of principal executive offices)		(Zip Code)

 

(317) 860-­8210

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 

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 preceding 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 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 S­T (§ 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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non­accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b­-2 of the Exchange Act. 

 

Large accelerated filer ¨

Accelerated filer o

Non-accelerated filer ¨

Smaller reporting company x

 

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

 

As of August 10, 2015, the registrant had 3,461,022 shares of common stock issued and outstanding.

 

 

FCCC, INC. FORM 10­-Q

 

Index 

 

PART I. FINANCIAL INFORMATION
Item 1.		Condensed Financial Statements.			1
		Condensed Balance Sheets			1
		Condensed Statements of Operations			2
		Condensed Statements of Cash Flows			3
		Condensed Statement of Changes In Stockholders’ Equity			4
		Condensed Notes to Unaudited Financial Statements			5
Item 2.		Management’s Discussion and Analysis of Financial Conditions and Results of Operations.			6
Item 3.		Quantitative and Qualitative Disclosures about Market Risk.			8
Item 4.		Controls and Procedures.			8
PART II. OTHER INFORMATION					9
Item 1.		Legal Proceedings.			9
Item 1A.		Risk Factors.			9
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.			9
Item 3.		Defaults Upon Senior Securities.			9
Item 4.		Mine Safety Disclosures.			9
Item 5.		Other Information.			9
Item 6.		Exhibits.			9
SIGNATURES					10

 

i

 

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

 

This quarterly report on Form 10-­Q contains forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described under the heading “Risk Factors” included in our annual report on Form 10-­K for the fiscal year ended March 31, 2015 as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Commission that advise interested parties of the risks and factors that may affect our business. 

 

ii

 

PART I.  FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements.

FCCC, INC. 

CONDENSED BALANCE SHEETS 

(Dollars in thousands, except share data)

 

		June 30, 2015				March 31, 2015
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	326			$	337
Prepaid expense			7				–
Total current assets			333				337
TOTAL ASSETS		$	333			$	337
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and other accrued expenses		$	10			$	1
Total current liabilities			10				1
TOTAL LIABILITIES			10				1
Stockholders’ Equity:
Common stock, no par value, 22,000,000 shares authorized, 3,461,022 issued and outstanding at June 30, 2015 and 1,561,022 issued and outstanding at March 31, 2015			800				800
Additional paid-in capital			8,396				8,396
Accumulated deficit			(8,873	)			(8,860	)
Total stockholders’ equity			323				336
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	333			$	337

 

See notes to condensed financial statements.

 

1

 

FCCC, INC. 

CONDENSED STATEMENTS OF OPERATIONS 

(Unaudited) 

(Dollars in thousands, except share and per share data)

 

		Three Months Ended June 30,
		2015				2014
Income:
Interest income		$	–			$	–
Total income			–				–
Expenses:
Operating and administrative expenses			13				27
Total expenses			13				27
Loss before income taxes			(13	)			(27	)
Net Loss		$	(13	)		$	(27	)
Basic and diluted loss per share		$	(0.0038	)		$	(0.0200	)
Weighted average common shares outstanding Basic and diluted			3,461,022				1,561,022

 

See notes to condensed financial statements.

 

2

 

FCCC, INC. 

CONDENSED STATEMENTS OF CASH FLOWS 

(Unaudited) 

(Dollars in thousands)

 

		Three Months Ended June 30,
		2015				2014
Cash Flows from Operating Activities
Net loss		$	(13	)		$	(27	)
Adjustments to reconcile net loss to cash used in operating activities:
Changes in assets and liabilities:
Increase in other asset			(8	)			--
Accounts payable and accrued expenses			10				17
Net cash used in operating activities			(11	)			(10	)
Net decrease in cash			(11	)			(10	)
Cash at the beginning of the period			337				42
Cash at the end of the period		$	326			$	32

 

See notes to condensed financial statements.

 

3

 

FCCC, INC. 

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY 

FOR THE THREE MONTHS ENDED JUNE 30, 2015 

(Unaudited) 

(Dollars in thousands)

 

		Common Stock								Paid-In				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance as of April 1, 2015			3,461,022			$	800			$	8,396			$	(8,860	)		$	336
Net loss			–				–				–				(13	)			(13	)
Balance as of June 30, 2015			3,461,022			$	800			$	8,396			$	(8,873	)		$	323

 

See notes to condensed financial statements.

 

4

 

FCCC, INC. 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(Unaudited)

 

JUNE 30, 2015

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements of FCCC, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-­Q and Regulation S­-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. 

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2016 or other future periods. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10­-K for the fiscal year ended March 31, 2015. 

 

NOTE 2 – RELATED PARTY TRANSACTIONS

 

None. 

 

NOTE 3 – EARNINGS PER SHARE

 

The Company follows FASB ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. 

 

Basic and diluted loss per common share was calculated using the following number of shares for the three months ended June 30, 2015 and June 30, 2014: 

 

		2015				2014
Weighted average number of common shares outstanding (basic and diluted)			3,461,022				1,561,022

 

5

 

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

 

FORWARD-LOOKING STATEMENTS

 

The following discussion may contain forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties are summarized in the forward-looking statements in other documents that we file with the Securities Exchange Commission, such as our Annual Report on Form 10­-K for the year ended March 31, 2015. These forward-looking statements reflect our view only as of the date of this report. We cannot guarantee future results, levels of activity, performance, or achievement. We do not undertake any obligation to update or correct any forward-looking statements. 

 

ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

 

We have limited operations and are actively seeking a merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, we do not expect to have significant operations. Accordingly, during this period we do not expect to achieve sufficient income to offset our operating expenses, resulting in operating losses that may require us to use and thereby reduce our limited cash balance. Until we complete a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, we expect to continue to incur a loss of between $10,000 to $13,000 per quarter. The increase in first quarter expenses relates to our audit and tax return. 

 

We do not have any arrangements with banks or financial institutions with respect to the availability of financing in the future. 

 

The payment of any cash distributions is subject to the discretion of our board of directors. At this time we have no plans to pay any additional cash distributions in the foreseeable future. 

 

CURRENT BUSINESS

 

Since June 2003, our operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, we do not expect to have significant operations. At this time, we have no arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which we may become an operating company. 

 

Opportunities may come to our attention from various sources, including our management, our stockholders, professional advisors, securities broker­dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, we have no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While we do not currently anticipate that we will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, these firms may be retained if the arrangements are deemed to be in our best interest. Compensation to a finder or business acquisition firm may take various forms, including cash payments, payments involving issuance of securities (including those of our company), or any combination of these or other compensation arrangements. Consequently, we are currently unable to predict the cost of utilizing such services. 

 

We have not restricted our search to any particular business, industry, or geographical location. In evaluating a potential transaction, we analyze all available factors and make a determination based on a composite of available facts, without reliance on any single factor. 

 

6

 

It is not possible at this time to predict the nature of a transaction in which we may participate. Specific business opportunities would be reviewed as well as our respective needs and desires and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, we 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, we 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 our company with other business organizations and there is no assurance that we would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of our company following reorganization or other financial transaction. As part of such a transaction, some or all of our existing directors may resign and new directors may be appointed. Our operations following the 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. 

 

We may also be subject to increased governmental regulation following a transaction however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any. 

 

We expect to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated. 

 

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

During the quarter ended June 30, 2015, we had a loss from operations of $13,000. The loss is attributable to the operational administrative, auditing, tax return preparation and legal expenses incurred during the quarter. During the quarter ended June 30, 2014, the loss from operations was $27,000. The decrease in the loss in the current quarter is primarily due to reduction in legal and the company’s other outside professionals expenses incurred in the quarter ended June 30, 2014 relating to the sale of common stock. Taxes paid in the quarters ended June 30, 2015 and 2014 were $0 in both quarters. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Stockholders’ equity as of June 30, 2015, was $323,000 as compared to $336,000 at March 31, 2015. The decrease is attributable to an increase in auditing and tax return preparation expenses for the quarter ended June 30, 2015. 

 

Net cash used in operating activities was $11,000 in the three months ended June 30, 2015, compared to net cash used in operating activities of $10,000 in the three months ended June 30, 2014. The $1,000 increase was primarily due to adjustments to accounts payable, accrued expenses and prepaids. 

 

Cash on hand at June 30, 2015 was $326,000 as compared to $32,000 at June 30, 2014. The increase in cash on hand was primarily due to the sale of 1,900,000 shares of common stock for cash consideration equal to $380,000 in July 2014. 

 

We do not have any arrangements with banks or financial institutions with respect to the availability of financing in the future. 

 

The payment of any cash distribution or dividend is subject to the discretion of our board of directors. At this time we have no plans to pay any cash distributions or dividends in the foreseeable future. 

 

7

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

  
Smaller reporting companies are not required to provide the information required under this Item. 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-­Q, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (who are the same individual), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-­15(e) and 15d­-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015. 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We do 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 our internal controls or in other factors that could significantly affect those controls subsequent to the evaluation date, our senior management, in conjunction with our board of directors, continuously reviews overall company policies and improves documentation of important financial reporting and internal control matters. We are committed to continuously improving the state of our internal controls, corporate governance and financial reporting. 

 

8

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not currently subject to any material legal proceedings. From time to time, we may be named as a defendant in legal actions or otherwise be subject to claims arising from our normal business activities. Any such actions, even those that lack merit, could result in the expenditure of significant financial and managerial resources. 

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required under this Item. 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None. 

 

Item 3. Defaults Upon Senior Securities.

 

None. 

 

Item 4. Mine Safety Disclosures.

 

Not Applicable. 

 

Item 5. Other Information.

 

None. 

 

Item 6. Exhibits.

 

Exhibit Number		Description
3.1		Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004 (incorporated by reference to Exhibit 3.1 to annual report on Form 10-K for year ended March 31, 2015)
3.2		Composite Amended and Restated By-Laws, as amended through November 27, 2007 (incorporated by reference to Exhibit 3.2 to annual report on Form 10-K for year ended March 31, 2015)
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a­-14(a) under the Securities Exchange Act of 1934, as amended
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes­Oxley Act of 2002
101		XBRL Data Files

 

9

 

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.
Date: August 14, 2015	By:	/s/ Frederick Farrar
		Frederick Farrar
		Chief Executive Officer and Chief Financial Officer
		(principal executive and financial officer)

 

10

 

EXHIBIT INDEX

 

Exhibit Number		Description		Method of Filing
3.1		Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004		Incorporated by Reference
3.2		Composite Amended and Restated By-Laws, as amended through November 27, 2007		Incorporated by Reference
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-­14(a) under the Securities Exchange Act of 1934, as amended		Filed Electronically
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-­Oxley Act of 2002		Filed Electronically
101		XBRL Data Files		Filed Electronically

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-­OXLEY ACT OF 2002

 

I, Frederick Farrar, certify that: 

 

1.	I have reviewed this Quarterly Report on Form 10­-Q of FCCC, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	I am 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 and have:

 

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: August 14, 2015	By:	/s/ Frederick Farrar
		Frederick Farrar
		Chief Executive Officer and Chief Financial Officer
		(principal executive and financial officer)

 

EXHIBIT 32.1

 

CERTIFICATION OF 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

 

In connection with the filing of the Quarterly Report on Form 10-­Q of FCCC, Inc. (the “Company”) for the period ended June 30, 2015 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer certifies, pursuant to Section 906 of the Sarbanes­-Oxley Act of 2002, that: 

 

(i)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

 

Date: August 14, 2015	By:	/s/ Frederick Farrar
		Frederick Farrar
		Chief Executive Officer and Chief Financial Officer
		(principal executive and financial officer)