Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended March 31, 2019

	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.)

1650 West 106 ^th Street Carmel, Indiana		46032
(Address of principal executive offices)		(Zip Code)

(317) 860-8213

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		Not applicable		Not applicable

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ¨ No x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ¨

Indicate by check mark whether the registrant has submitted electronically 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 such files). Yes x No ¨

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

The aggregate market value of the common stock held by non-affiliates as of March 29, 2019, the last business day of the registrant’s most recently completed third fiscal quarter, was approximately $211,288 based on the price at which the registrant’s common stock was last sold as of the same date.

As of June 24, 2019, the registrant had 3,461,022 shares of common stock issued and outstanding.

FCCC, INC. ANNUAL REPORT ON FORM 10-K

Table of Contents

		Page

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION		3

PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties.	5
Item 3.	Legal Proceedings.	5
Item 4.	Mine Safety Disclosures.	5
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.	6
Item 6.	Selected Financial Data.	6
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 8.	Financial Statements.	8
Item 9.	Changes In and Disagreements With Accountants On Accounting And Financial Disclosure.	17
Item 9A.	Controls and Procedures.	17
Item 9B.	Other Information.	17
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	18
Item 11.	Executive Compensation.	20
Item 12.	Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters.	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	21
Item 14.	Principal Accountant Fees and Services.	22
PART IV
Item 15.	Exhibits.	23

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This annual report on Form 10-K and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend”, “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Table of Contents

PART I

Item 1. Business.

General

FCCC, Inc. (OTC.QB “FCIC”) 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 1650 West 106 ^th Street, Carmel, Indiana, 46203, Telephone Number 317-860-8213. FCCC is authorized to issue 22,000,000 shares of common stock, no par value. The Company had 3,461,022 shares of common stock issued and outstanding at March 31, 2019.

The Company has had limited operations since June 30, 2003, and is a “shell company” as defined in Rule 13b-2 of the Exchange Act. Such operations consist of a search for appropriate transactions such as a merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction. See “Current Business” below.

Current Business

Since June 2003, the Company’s operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. 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 incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $11,000 to $13,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return. At this time, the Company has no binding arrangements with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which it may become an operating company.

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 such arrangements are deemed to be 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 potential transaction, the Company analyzes all available factors and makes a determination based on a composite of available facts, without reliance on any single factor.

It is not possible at this time 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 reorganization or other financial transaction. As part of such a transaction, some or all of FCCC’s existing directors may resign and new directors may be appointed. The Company’s operations following its consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

Table of Contents

The Company 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.

The Company does 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 the Company’s Board of Directors. At this time the Company has no plans to pay any additional cash distributions in the foreseeable future.

Competition

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

Employees and Consultants

The Company currently has two executive officers. Frederick Farrar serves as Chief Executive Officer and Chief Financial Officer. Daniel R. Loftus serves as Secretary.

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.

Available Information

Members of the public may read and copy any materials we file with the SEC. The SEC maintains a website that contains reports and information statements and other information about us and other issuers that file electronically at http://www.sec.gov.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties.

None.

Item 3. Legal Proceedings.

We are not aware of any legal proceeding to which any director or officer or any of their affiliates is a party adverse to our Company or in which such persons have a material interest adverse to our Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Table of Contents

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities.

On March 29, 2019, the closing price per share of our common stock, as reported on the OTCQB, was $.1328. As of the same date, our common stock was held by 666 shareholders of record.

Transfer Agent

The transfer agent of the Company’s common stock is Computershare.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Services

We have not issued any unregistered securities within the period covered by this report.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal years ended March 31, 2019 and 2018.

Item 6. Selected Financial Data.

Smaller reporting companies are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with the selected historical consolidated financial data and consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10‑K. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Special Note Regarding Forward-Looking Information.”

Table of Contents

General

The Company has limited operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company’s plan of operation and business, see Item I, Current Business. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $11,000 to $13,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return.

Results of Operations and Financial Condition

During the year ended March 31, 2019, the Company had a loss from operations of $57,000. The loss is attributable to the operating, administrative and legal expenses incurred during the year. During the year ended March 31, 2018, the loss from operations was $71,000.

The decrease in the loss for the year ended March 31, 2019 is attributable to a decrease in legal, operating and administrative expenses of $14,000 in the year ended March 31, 2019.

Liquidity and Capital Resources

Stockholders’ equity as of March 31, 2019 was $115,000, as compared to $172,000 at March 31, 2018. The decrease is attributable to the operating loss incurred in 2019.

The Company had cash on hand at March 31, 2019 of $120,000, as compared to $188,000 at March 31, 2018. The decrease in cash on hand is attributable operating loss incurred in 2019.

The Company does 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 the Company’s Board of Directors. At this time the Company has no plans to pay any cash distributions or dividends in the foreseeable future.

Off-Balance Sheet Arrangements

None.

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Table of Contents

Item 8. Financial Statements.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

		Page(s)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		9
FINANCIAL STATEMENTS:
	Balance Sheets	10
	Statements of Operations	11
	Statements of Changes in Stockholders’ Equity	12
	Statements of Cash Flows	13
	Notes to the Financial Statements	14

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

FCCC, INC.

Indianapolis, Indiana

Opinion on the Financial Statements

We have audited the accompanying balance sheets of FCCC, INC. (the “Company”) as of March 31, 2019 and 2018 and the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2019 and 2018, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2015.

/s/ Somerset CPAs, P.C.

Indianapolis, Indiana

June 27, 2019

Table of Contents

FCCC, INC.

BALANCE SHEETS MARCH 31, 2019 AND 2018

(Dollars in thousands, except share data)

	March 31,
	2019			2018
ASSETS
Current assets:
Cash	$	120		$	188
Prepaids		3			3

Total current assets		123			191

TOTAL ASSETS	$	123		$	191


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	8		$	19

Total current liabilities		8			19

TOTAL LIABILITIES	$	8		$	19

Stockholders’ equity:

Common stock, no par value, 22,000,000 shares authorized, 3,461,022 shares issued and outstanding at March 31, 2019 and March 31, 2018		800			800
Additional paid-in capital		8,396			8,396
Accumulated deficit		(9,081	)		(9,024	)
Total stockholders’ equity		115			172

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	123		$	191

The accompanying notes to the financial statements are an integral part of these statements.

Table of Contents

FCCC, INC.

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2019 AND 2018

(Dollars in thousands, except share data)

	Year Ended March 31,
	2019			2018

Income:
Interest income	$	–		$	–

Total income		–			–

Expenses:
Professional expenses		34			49
Operating and administrative expenses		23			22

Total expenses		57			71

Net Loss:	$	(57	)	$	(71	)

Basic and diluted loss per share:	$	(0.016	)	$	(0.021	)

Weighted average common shares outstanding:
Basic and diluted		3,461,022			3,461,022

The accompanying notes to the financial statements are an integral part of these statements.

Table of Contents

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2019 AND 2018

(Dollars in thousands, except share data)

	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, April 1, 2017		3,461,022	$	800	$	8,396	$	(8,953	)	$	243

Net Loss – Year Ended March 31, 2018		–		–		–		(71	)		(71	)

Balance, March 31, 2018		3,461,022		800		8,396		(9,024	)		172

Net Loss – Year Ended March 31, 2019		–		–		–		(57	)		(57	)

Balance, March 31, 2019		3,461,022	$	800	$	8,396	$	(9,081	)	$	115

The accompanying notes to the financial statements are an integral part of these statements.

Table of Contents

FCCC, INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2019 AND 2018

(Dollars in thousands)

	Year Ended March 31,
	2019			2018

Cash Flows from Operating Activities:
Net loss	$	(57	)	$	(71	)

Adjustments to reconcile net loss to cash used in operating activities:
Increase (Decrease) in liabilities:

Accounts payable and accrued expenses		(11	)		16
Net cash used in operating activities		(68	)		(55	)

Net decrease in cash		(68	)		(55	)
Cash, beginning of year		188			243
Cash, end of year	$	120		$	188

The accompanying notes to the financial statements are an integral part of these statements.

Table of Contents

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations :

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

The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance.

Cash and Cash Equivalents :

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

The Company maintains cash balances at a financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at such institution. At various times throughout the year, cash balances may exceed FDIC limits. At March 31, 2019, the amount uninsured was $0.

Estimates :

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

Dividends :

The Company may or may not pay cash dividends or make other distributions in the future depending on a number of factors. The Company may, however, pay a cash dividend or other distribution as part of a merger, acquisition, reverse merger or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders at any time.

Income Taxes :

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, (“ASC”), 740 “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 basis of certain assets and liabilities.

As required by ASC 740-10, “Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Table of Contents

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Advertising :

The Company expenses advertising costs as incurred. Advertising expense included in operating expenses was $0 and $0 for the years ended March 31, 2019 and 2018 respectively.

Earnings Per Common Share :

The Company follows FASB ASC 260. 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:

	March 31,
	2019		2018
Weighted average number of common shares outstanding		3,461,022		3,461,022

Revenue and Cost Recognition :

Not applicable.

Common Stock Warrants :

None outstanding.

Recently Issued Accounting Pronouncements :

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 2 - FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk :

The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash on deposit with financial institutions.

Fair Value of Financial Instruments :

The Company follows FASB ASC 825 “Fair Value of Financial Instruments”, which requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of the Company’s financial instruments (cash and cash equivalents) approximate their fair value because of the short maturity of these instruments.

NOTE 3 - COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK:

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC, Inc. will have any full-time or other employees, except as may be the result of completing a transaction.

Table of Contents

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2019

NOTE 4 - INCOME TAXES:

The Company’s deferred tax asset relates to net operating losses that may be carried forward to future years. At March 31, 2019, the Company has available net operating losses of $521,810 and $693,603 for federal and state income taxes, respectively, that expire from 2020 to 2038. For the years ended March 31, 2019 and 2018, $0 in federal net operating losses have expired, respectively. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount. The Company’s decrease in valuation allowance of $4,336 $18,297 during the years ended March 31, 2019 and 2018, respectively, were recorded to offset the deferred tax expense of the Company’s tax losses for those years. The deferred tax expense incurred during the years ended March 31, 2019 and 2018 was attributable to the changed in the federal statutory rate which impacted the deferred tax asset associated with the Company’s net operating losses that can be utilized to offset future taxable income of the Company.

The Company’s deferred tax asset and valuation allowance as of March 31, 2019 and 2018 were as follows:

	March 31
	2019			2018
Net Operating Losses	$	170,163		$	174,500
Valuation Allowance		(170,163	)		(174,500	)
	$	–		$	–

The Company’s provision for federal and state income taxes for the years ended March 31, 2019 and 2018 consisted of the following:

	March 31
	2019			2018
Current Tax Benefit	$	-		$	-
Deferred Tax Expense		4,337			18,297
Decrease in Valuation Allowance		(4,337	)		(18,297	)
Net tax provision	$	0		$	0

The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended March 31, 2019 and 2018 as follows:

	March 31
	2019			2018
Federal statutory rate		21.0	%		25.0	%
State tax, net of federal tax effect		5.53	%		4.95	%
Valuation allowance	(26.53		%)	(29.95		%)
Effective tax rate		0.0	%		0.0	%

As of March 31, 2019 and 2018, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. The Company’s income tax returns are subject to examination by the appropriate taxing jurisdictions. As of March 31, 2019, the Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.

NOTE 5 - COMMON STOCK:

The Company’s capital structure consists of 22,000,000 shares of authorized common stock with no par value and 3,461,022 shares were issued and outstanding at both March 31, 2019 and 2018. There were no changes to the Company’s capital structure during the years ended March 31, 2019 and 2018.

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer who is also the Principal Financial Officer, after evaluating the effectiveness of our “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 our 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.

Management’s Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control 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 Principal 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 control 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2019, 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 1992 Framework.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the 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 ended March 31, 2019, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The directors and executive officers of the Company are as follows:

Name	Age	Position
Frederick L. Farrar	63	Chairman, President, Chief Executive Officer, Principal Financial Officer and Director
Daniel R. Loftus	69	Secretary and Director
Fred J. Merritt	52	Director

Frederick L. Farrar has served as Chairman, President, Chief Executive Officer, Principal Financial Officer and as a Director of the Company since July 2014. Mr. Farrar served as President of Avad, LLC, a North American distributor of professional and consumer electronics to dealers in residental and professional integration channels from June of 2016 until December 31, 2018. Previously, he served as Executive Vice President and Chief Financial Officer of Klipsch Group, Inc., from 1990 to 2013. Mr. Farrar also served on its board of directors from 2002 until it was acquired by Voxx International (NASDAQ: VOXX) in March of 2011. After the acquisition, Mr. Farrar continued to serve as Executive Vice President and Chief Financial Officer of Klipsch Group, Inc. until 2014. Mr. Farrar is a founder and served as President and Chief Operating Officer of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Healthcare REIT, Inc. (NYSE:HCN), he served as Executive Vice President from 2006 to 2010. Other roles include President and Chief Financial Officer of Trading Company of America, LTD, a private company that operated retail jewelry locations under the business name “The Shane Company”, from 1992 to 1997; Chief Financial Officer of National Guest Homes Inc., a developer and operator of assisted living facilities, from 1990 to 1996; and Chief Financial Officer of Hospital Affiliates Development Corporation, a fee-based developer of hospitals and other medical facilities from 1990 through 2002. Prior to 1990, Mr. Farrar had an initial 10 year career as a fee-based financial advisor. Mr. Farrar is President and founder of Chafre LLC, a private investment-focused company that is a significant stockholder of the Company. Mr. Farrar received a B.A. from St. Lawrence University in 1978 and a law degree from Syracuse University in 1980.

Daniel R. Loftus has served as Secretary and as a director of the Company since July 2014. Mr. Loftus previously served as Executive Vice President, Secretary and General Counsel of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Health Care REIT, Inc. (NYSE:HCN), he served as Senior Vice President from 2006 to December 2013. Other roles include Executive Vice President and Chief Counsel of MT Communications, Inc., a private company operating a television station, from 1994 to 1996; and Chief Manager of Emmaus Ventures, a private investment-focused company during 2000. Mr. Loftus was engaged in the practice of law since 1976 with several law firms located in Nashville, Tennessee. Mr. Loftus received a B.A. from Wabash College in 1972 and a law degree from Vanderbilt University in 1975.

Fred J. Merritt has served as a director of the Company since July 2014. He has served as president and sole shareholder of LFM Investments, Inc. (“LFM”) since its formation in 1999. LFM has been active in the acquisition, ownership and management of companies engaged in various industries including manufacturing, electronics, bio-tech, printing, construction, finance, parking and staffing. Mr. Merritt has also served as chief executive officer, president, vice president of finance and sole shareholder of Riverside Mfg., LLC, a private specialized military supplier focused on wheeled tire vehicles and track vehicles, since 2002. Prior to 1999, he devoted ten years of his career in the corporate banking industry with a focus on closely held business acquisitions and valuations. Mr. Merritt served as an outside director for Bloomfield State Bank from 2007 to 2014, where he was a member of the Bank’s audit and loan committees. Mr. Merritt received a B.S. degree from Indiana University in 1989.

The Company’s Board of Directors is responsible for establishing broad corporate policies and for overseeing our overall management. In addition to considering various matters which require board approval, the Board provides advice and counsel to, and ultimately monitors the performance of, our executive officer(s). 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, until their successors are appointed. The Company has not held an annual meeting of stockholders since 2003.

Table of Contents

Board Leadership Structure

Mr. Farrar is our Chief Executive Officer and leads our Board of Directors as Chairman. We have not designated a lead independent director. We believe that this structure is appropriate for the Company at this time. Specifically, we believe that the current leadership structure provides leadership and engagement while we seek and evaluate opportunities. Because we do not currently have any operations, we believe the potential risks of concentration of authority are outweighed by the efficiency of having the same person serve as Chief Executive Officer and Chairman.

Role of the Board in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our Company’s risk management processes. Our Board administers its oversight functions primarily through monitoring and assessing risks through its full membership rather than through standing committees, including assessing significant financial risks and risks of compliance with legal and regulatory requirements.

Committees of the Board

Our Board of Directors does not have any committees. We believe this structure is appropriate in light of the Company’s current capital structure and level of operations. If the Company’s capital structure, level of operations or Board composition changes significantly, we intend to consider forming formal audit and/or compensation committees and to adopt appropriate written charters for such committees. Currently, however, there are no plans to appoint certain directors to specific committees. Until such time as an audit committee or compensation committee is formed, the full Board of Directors will continue to conduct the functions typically assigned to those committees.

Family Relationships

There are no family relationships among our directors and any of our executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 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 10% stockholders are required by SEC regulations to furnish FCCC with copies of all Section 16(a) forms they file.

To the best of our 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 10% stockholders were complied with during the fiscal year ended March 31, 2019.

Audit Committee Financial Expert

None of our directors are eligible to qualify as an “audit committee financial expert” as that term is defined in Regulation S-K promulgated under the Exchange Act. If and when the Company commences operations and adds independent directors to serve on its board, it expects to add one or more such persons who qualify as “audit committee financial expert.”

Code of Ethics

We do not currently have a code of ethics. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting a code of ethics as our Company continues to develop.

Communication to the Board of Directors

You may contact our Board of Directors or any director by mail addressed to the attention of our entire Board or the specific director identified by name or title, at FCCC, Inc., 1650 West 106 ^th Street, Carmel, Indiana 46032. All communications will be submitted to our Board or the specified director on a periodic basis.

Table of Contents

Item 11. Executive Compensation.

Executive Compensation

For each of the fiscal years ended March 31, 2019 and March 31, 2018 the Company there was no direct compensation awarded to, earned by or paid by us to any of our executive officers.

Stock Options/SAR Grants

There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises or (iii) long-term incentive plan awards in the fiscal years ended March 31, 2019 and 2018.

Compensation of Directors

All directors, other than Mr. Farrar and Mr. Loftus, are eligible to receive a fee of $100 for each Board of Directors meeting attended.

The members of the Board as a group received director fees of $400 in total covering the fiscal year ended March 31, 2019. All Board meetings were held telephonically.

Director Compensation for the Fiscal Year Ended March 31, 2019

Name

Fees Earned or Paid in Cash

Stock Awards

Option Awards

All Other Compensation

Total

Frederick L. Farrar

–

Daniel R. Loftus

–

Frederick J. Merritt

400

–

400

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table, together with the accompanying footnotes, sets forth information, as of March 31, 2019, regarding stock ownership of all persons known by FCCC to own beneficially more than 5% of the Company’s outstanding common stock, and named executive officers, directors, and all directors and officers of FCCC as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership ^( 1 )			Percent of Outstanding Shares
Frederick L. Farrar		925,000	⁽²⁾		26.7	%
Daniel R. Loftus		185,000			5.4	%
Frederick J. Merritt		500,000	⁽³⁾		14.5	%
All directors and executive officers as a group (3 persons)		1,610,000			46.6	%
LFM Investments, Inc. 1650 W. 106th Street Indianapolis, IN 46032		500,000			14.5	%
Chafre, LLC 11911 N 133d Way Scottsdale, AZ 85259		400,000			11.6	%
Charles E. Lanham 1335 S Guilford Road, Unit F-2607 Carmel, IN 46032		290,000			8.4	%
Martin Cohen 27 E. 65th Street Suite 11A New York, NY 10021		244,440			7.1	%
Bernard Zimmerman & Company, Inc. 597 Westport Avenue, Apt B-239 Norwalk, CT 06851		206,800			6.0	%

______________

(1)	Unless otherwise indicated in the footnotes to this table, (a) the listed beneficial owner has sole voting power and investment power with respect to the number of shares shown, and (b) no director or executive officer has pledged as security any shares shown as beneficially owned.
(2)	Includes 400,000 shares held by Chafre, LLC of which Mr. Farrar is the Managing Member.
(3)	All 500,000 shares are held by LFM Investments, Inc., of which Mr. Merritt serves as President.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

Since the beginning of the fiscal year ended March 31, 2019, the Company has not been a party to any related party transactions.

Director Independence

Based upon a review of the material relationships between our directors and our Company, we have determined that none of our directors are eligible for designation as “independent directors” as defined under the applicable rules of The NASDAQ Stock Market, which we have voluntarily adopted as our standard for director independence. However, this information is provided for disclosure purposes only. Because we do not have shares listed for trading on any securities exchange, our Company is not required to have any independent directors on its Board of Directors, or any particular committee of the Board of Directors.

Table of Contents

Item 14. Principal Accountant Fees and Services.

Somerset CPAs, P.C. (“Somerset”) has served as the Company’s independent public accountant since 2015.

The following table summarizes the aggregate fees billed by the Company’s independent registered public accounting firm Somerset, for audit services for each of the last two fiscal years and for other services rendered to the Company in each of the last two fiscal years.

	Fiscal Year Ended
	March 31, 2019		March 31, 2018
Audit Fees ⁽⁴⁾	$	13,500	$	13,500
Audit-Related Fees ⁽⁵⁾
Tax Fees ⁽⁶⁾		1,500		1,500
All Other Fees ⁽⁷⁾
Total	$	15,000	$	15,000

_____________

(1)	Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.
(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under Audit Fees . No such services were provided during the periods reported.
(3)	Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to the preparation of tax returns, claims for refunds and tax payment-planning services, accounted for all of the tax fees incurred for services provided for the 2018 and 2019 fiscal years.
(4)	The Company was not billed by its independent registered public accounting firm for any other services rendered for the 2019 or 2018 fiscal year.

All Other Fees

Any permitted non-audit services are pre-approved by the Board of Directors or a non-employee director pursuant to delegated authority by the Board of Directors, other than de minimus non-audit services for which the pre-approval requirements are waived in accordance with the rules and regulations of the Securities and Exchange Commission.

Table of Contents

PART IV

Item 15. Exhibits.

(a)	Documents filed as part of this annual report on Form 10-K:

	1.	Consolidated Financial Statements (See Item 8 above):

		Report of Independent Registered Public Accounting Firms

		Balance Sheets as of March 31, 2019 and 2018

		Statements of Operations for the fiscal years ended March 31, 2019 and 2018

		Statements Changes in Stockholders’ Equity for the fiscal years ended March 31, 2019 and 2018

		Statements of Cash Flows for the fiscal years ended March 31, 2019 and 2018

		Notes to the Financial Statements

	2.	Financial Statement Schedules:

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

(b)

Exhibits:

Unless otherwise indicated, all documents incorporated into this annual report on Form 10-K by reference to a document filed with the SEC pursuant to the Exchange Act are located under SEC file number 001-08589.

Exhibit Number	Description	Method of Filing
3.1	Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004	Incorporated by reference to annual report on Form 10-K for fiscal year ended March 31, 2015
3.2	Composite Amended and Restated By-Laws, as amended through November 27, 2007	Incorporated by reference to annual report on Form 10-K for fiscal year ended March 31, 2015
4.1	Description of Capital Stock of Registrant	Filed herewith
31.1	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 27, 2019.

	FCCC, INC.

	By:	/s/ Frederick L. Farrar
		Frederick L. Farrar
		Chief Executive Officer and Chief Financial Officer
		(principal executive and financial officer)

Pursuant to the requirements of 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 indicated on June 27, 2019.

Name		Title

/s/ Frederick L. Farrar		Chairman, President, Chief Executive Officer, Chief Financial Officer and Director (principal executive and financial officer)
Frederick L. Farrar

/s/ Daniel R. Loftus		Secretary and Director
Daniel R. Loftus

/s/ Fred J. Merritt		Director
Fred J. Merritt