FCCC INC - Quarter Report: 2009 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
10-Q
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(Mark
One)
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þ
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR
THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from _______________ to
_______________
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Commission
File number: 811-0969
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FCCC,
INC.
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(Exact name of small business
issuer as specified in its charter)
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Connecticut
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06-0759497
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(State or other
jurisdiction
of incorporation or
organization)
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(I.R.S. Employer Identification
No.)
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200
Connecticut Avenue, Norwalk, Connecticut 06854
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(Address of principal executive
offices)
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(203)
855-7700
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(Issuer’s telephone
number)
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n/a
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(Former name, former address
and former fiscal year, if changed since last
report)
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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 þ 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 S-T (ss.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, or a non-accelerated filer. See definition of
“accelerated and large accelerated filer” I Rule 12B-2 of the Exchange
Act. (Check one)
Larger
accelerated filer o Accelerated
filer o Non-accelerated
filer o Smaller
reporting company þ
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.
Yes þ No o
The
number of shares outstanding of the issuer’s Common Stock, as of January 29,
2010, was: 1,561,022
Transitional
Small Business Format: Yes o No þ
FCCC,
INC.
FORM
10-Q
INDEX
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Page
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ITEM
1.
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RECENT
DEVELOPMENTS AND FINANCIAL STATEMENTS
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1
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Balance
Sheets
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2
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Statements
of Operations
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3-4
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Statement
of Changes in Stockholders’ Equity
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5
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Statements
of Cash Flows
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6
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Notes
to Financial Statements
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7-10
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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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11-12
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ITEM
3.
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CONTROLS
AND PROCEDURES
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13
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SIGNATURES
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14
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EXHIBIT
INDEX
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15
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EXHIBITS
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ii
ITEM
1. RECENT DEVELOPMENTS AND FINANCIAL STATEMENTS.
The Board
of Directors of FCCC, Inc. (Bulletin Board “FCIC”) (“the Company”) declared a
Special Cash Distribution on July 10, 2009, to all stockholders of
record as of July 24, 2009, of $0.80 per share of the Company’s outstanding
Common Stock. The distribution was effectuated on or about August 7,
2009 (the “Distribution Date”). The amount of the total distribution
was approximately $1,249,000.
After the
payment of this special distribution, FCCC, Inc. had cash funds on September 30,
2009 of approximately $284,000 and will continue to seek opportunities,
including, without limitation, a merger, reverse merger, acquisition or other
financial transaction with an operating business. Shareholders are
encouraged to review the Company’s Annual Report on Form 10-K, filed on June 17,
2009, for further information concerning the Company.
Lawrence
Yurdin and Martin Cohen, members of the Board of Directors of the Company,
tendered their resignations as directors by letters dated June 30, 2009 and July
1, 2009, respectively. The letters were held in escrow and the
resignations became effective on the Distribution Date (August 7, 2009) and they
are no longer associated with the Company, other than as
shareholders. .
1
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BALANCE
SHEETS
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(Dollars
in thousands, except share data)
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December
31,
2009
(Unaudited)
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March
31,
2009
(Audited)
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ASSETS
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Current
assets:
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Cash
and cash equivalents
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$ | 267 | $ | 1,572 | ||||
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Accrued
interest receivable
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- | 2 | ||||||
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Total
current assets
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267 | 1,574 | ||||||
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Other
assets
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1 | 1 | ||||||
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TOTAL
ASSETS
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$ | 268 | $ | 1,575 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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Current
liabilities:
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Accounts
payable and other accrued expenses
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$ | 8 | $ | 14 | ||||
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Total
current liabilities
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8 | 14 | ||||||
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Commitments
and contingencies
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- | - | ||||||
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TOTAL
LIABILITIES
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$ | 8 | $ | 14 | ||||
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Stockholders’
equity:
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Common
stock, no par value, stated value $.50 per share,
authorized
22,000,000 shares, issued and outstanding
1,561,022
shares at December 31, 2009 and March 31, 2009
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781 | 781 | ||||||
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Additional
paid-in capital
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8,035 | 9,284 | ||||||
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Accumulated
deficit
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(8,556 | ) | (8,504 | ) | ||||
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Total
stockholders’ equity
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260 | 1,561 | ||||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 268 | $ | 1,575 | ||||
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See notes to financial
statements.
2
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FCCC,
INC.
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STATEMENTS
OF OPERATIONS
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(Unaudited)
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(Dollars
in thousands, except share data)
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| Three Months Ended December 31, | ||||||||
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2009
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2008
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Income:
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Interest
income
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$ | 1 | $ | 9 | ||||
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Total
income
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1 | 9 | ||||||
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Expense:
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Operating
and administrative expenses
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16 | 15 | ||||||
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Legal
expenses
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3 | 3 | ||||||
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Total
expense
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19 | 18 | ||||||
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Loss
before income taxes
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(18 | ) | (9 | ) | ||||
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Income
tax expense
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1 | -- | ||||||
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NET
LOSS
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$ | (19 | ) | $ | (9 | ) | ||
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Basic
and Diluted loss per share
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$ | (0.01 | ) | $ | (0.01 | ) | ||
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Weighted
average common shares outstanding:
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Basic
and Diluted
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1,561,022 | 1,561,022 | ||||||
See notes
to financial statements.
3
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FCCC,
INC.
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STATEMENTS
OF OPERATIONS
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(Unaudited)
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(Dollars
in thousands, except share data)
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| Nine Months Ended September 30, | ||||||||
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2009
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2008
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Income:
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Interest
income
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$ | 9 | $ | 27 | ||||
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Total
income
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9 | 27 | ||||||
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Expense:
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Operating
and administrative expenses
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47 | 52 | ||||||
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Legal
expenses
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9 | 9 | ||||||
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Total
expense
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56 | 61 | ||||||
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Loss
before income taxes
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(47 | ) | (34 | ) | ||||
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Income
tax expense
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5 | 2 | ||||||
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NET
LOSS
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$ | (52 | ) | $ | (36 | ) | ||
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Basic
and Diluted loss per share
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$ | (0.03 | ) | $ | (0.02 | ) | ||
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Weighted
average common shares outstanding:
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Basic
and Diluted
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1,561,022 | 1,545,572 | ||||||
See notes
to financial statements.
4
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FCCC,
INC.
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STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
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(Dollars
in thousands, except share data)
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Common
Stock
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Paid-in
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Accumulated
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Total
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Shares
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Amount
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Capital
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Deficit
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Balance,
March 31, 2007 (audited)
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1,423,382 | $ | 712 | $ | 9,330 | $ | (8,441 | ) | $ | 1,601 | ||||||||||
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Net
loss - Year ended
March
31, 2008 (audited)
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- | - | - | (12 | ) | (12 | ) | |||||||||||||
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Exercise
of Stock Options – September 2007
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28,000 | 14 | 9 | - | 23 | |||||||||||||||
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Balance, March
31, 2008 (audited)
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1,451,382 | $ | 726 | $ | 9,339 | $ | (8,453 | ) | $ | 1,612 | ||||||||||
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Exercise
of Warrants
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109,460 | 55 | (55 | ) | - | - | ||||||||||||||
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Net
loss – Year ended
March
31, 2009 (audited)
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- | - | - | (51 | ) | (51 | ) | |||||||||||||
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Balance,
March 31, 2009 (audited)
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1,561,022 | $ | 781 | $ | 9,284 | $ | (8,504 | ) | $ | 1,561 | ||||||||||
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Net
Loss – Nine Months Ended
December
31, 2009 (unaudited)
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- | - | - | (52 | ) | (52 | ) | |||||||||||||
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Cash
Distribution - August 2009
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(1,249 | ) | (1,249 | ) | ||||||||||||||||
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Balance,
December 31, 2009 (unaudited)
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1,561,022 | $ | 781 | $ | 8,035 | $ | (8,556 | ) | $ | 260 | ||||||||||
See notes to financial
statements.
5
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STATEMENTS
OF CASH FLOWS
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(Dollars
in thousands)
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(unaudited)
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| Nine Months Ended December 31, | ||||||||
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2009
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2008
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Cash
Flows from Operating Activities:
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Net
Loss
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$ | (52 | ) | $ | (36 | ) | ||
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Adjustments
to reconcile net loss to cash used in operating
activities:
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Changes
in assets and liabilities:
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Accrued
interest receivable
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2 | (1 | ) | |||||
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Accounts
payable and accrued expenses
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(6 | ) | (2 | ) | ||||
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Net
cash used in operating activities
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(56 | ) | (39 | ) | ||||
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Cash
Flows From Investing Activities:
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- | - | ||||||
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Cash
Flows From Financing Activities:
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Cash
Distribution – August 2009
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(1,249 | ) | - | |||||
| - | ||||||||
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Net
changes in cash and cash equivalents
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(1,305 | ) | (39 | ) | ||||
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Cash
and cash equivalents, beginning of period
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1,572 | 1,622 | ||||||
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Cash
and cash equivalents, end of period
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$ | 267 | $ | 1,583 | ||||
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Supplemental
cash flow disclosures:
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Cash
payments of interest
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$ | - | $ | - | ||||
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Cash
payments of income taxes
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$ | 5 | $ | 2 | ||||
See notes
to financial statements.
6
FCCC,
INC.
NOTE
A - 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 Article 10-01
of 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, 2010 or other future periods. For further
information, refer to the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31,
2009.
NOTE
B - RELATED PARTY TRANSACTIONS
The
Company currently has one executive officer, who has a consulting arrangement
with the Company. Specifically, on July 1, 2003, the Company and Mr.
Bernard Zimmerman, currently the President, Chief Executive Officer and
Principal Financial Officer of the Company, entered into a Consulting Agreement
(the “Zimmerman Consulting Agreement”) which provided for monthly payments of
$2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary
out-of-pocket expenses. Upon the expiration of the Zimmerman
Consulting Agreement on July 1, 2006, the Board of Directors authorized the
extension of the Zimmerman Consulting Agreement, on a month-to-month basis on
the same terms. 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.
During
the nine months ended December 31, 2009, the Company paid its current and former
outside directors a total of $3,900 in connection with Board and Audit Committee
attendance for 2009 to date.
NOTE
C – EXERCISE OF WARRANTS
In April
2008 and May 2008, respectively, all outstanding Warrants (200,000) were
exercised through the cashless exercise provisions of the Warrants resulting in
53,500 and 56,140 common shares being issued to Bernard Zimmerman, President and
Martin Cohen, a former Director of the Company, respectively, or their
affiliates.
NOTE
D – NEW PRONOUNCEMENTS AND SHARE BASED AWARDS
Recently Issued Accounting
Pronouncements:
In
June 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-01, Topic 105 —
Generally Accepted Accounting Principles — amendments based on Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
This ASU reflected the issuance of FASB Statement No. 168. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for the issuance of FASB Statement No. 168, The FASB Accounting Standards
Codification ™ and the
Hierarchy of Generally Accepted Accounting Principles. This Accounting
Standards Update includes Statement 168 in its entirety, including the
accounting standards update instructions contained in Appendix B of the
Statement. The Codification does not change current U.S. GAAP, but is intended
to simplify user access to all authoritative U.S. GAAP by providing all the
authoritative literature related to a particular topic in one place. The
Codification is effective for interim and annual periods ending after
September 15, 2009, and as of the effective date, all existing accounting
standard documents will be superseded. The Codification is effective for the
Company in the second quarter of 2009, and accordingly, our Quarterly Report on
Form 10-Q for the quarter ending September 30, 2009 and all subsequent
public filings will reference the Codification as the sole source of
authoritative literature.
7
In
June 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-02, Omnibus
Update—Amendments to Various Topics for Technical Corrections. This
omnibus ASU detailed amendments to various topics for technical corrections. The
adoption of ASU 2009-02 will not have a material impact on the Company’s
financial condition results of operation or cash flows.
In
August 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-03, SEC Update —
Amendments to Various Topics Containing SEC Staff Accounting Bulletins.
This ASU updated cross-references to Codification text. The adoption of
ASU 2009-03 will not have a material impact on the Company’s financial condition
results of operation or cash flows.
In
August 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-04, Accounting
for Redeemable Equity Instruments — Amendment to Section 480-10-S99.
This ASU represents an update to Section 480-10-S99, Distinguishing Liabilities from
Equity, per Emerging Issues Task Force Topic D-98, “Classification and
Measurement of Redeemable Securities.” The adoption of ASU 2009-04 will not have
a material impact on the Company’s financial condition results of operation or
cash flows.
In
August 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value.
This Accounting Standards Update amends Subtopic 820-10, Fair Value
Measurements and Disclosures-Overall, for the fair value measurement of
liabilities. The adoption of ASU 2009-05 is not expected to have a material
impact on the Company’s financial condition results of operation or cash
flows.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-06, Implementation Guidance on
Accounting for Uncertainty in Income Taxes and Disclosure Amendments for
Nonpublic Entities. This Accounting Standards Update provides additional
implementation guidance on accounting for uncertainty in income taxes and
eliminates the disclosures required by paragraph 740-10-50-15(a) through
(b) for nonpublic entities. The adoption of ASU 2009-06 will not have a
material impact on the Company’s financial condition results of operation or
cash flows.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-07, Technical
Corrections to SEC Paragraphs. This Accounting Standards Update corrected
SEC paragraphs in response to comment letters. The adoption of ASU 2009-07 will
not have a material impact on the Company’s financial condition results of
operation or cash flows.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-08, Earnings Per
Share Amendments to Section 260-10-S99. This Codification Update
represents technical corrections to Topic 260-10-S99, Earnings per Share, based
on EITF Topic D-53, Computation of Earnings Per Share for a Period that Includes
a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock
and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08
will not have a material impact on the Company’s financial condition results of
operation or cash flows.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-09, Accounting
for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees. This Accounting Standards Update represents a
correction to Section 323-10-S99-4 and 505-50-S99-2. Accounting by an
Investor for Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Section 323-10-S99-4 was originally entered into the Codification
incorrectly. The adoption of ASU 2009-09 will not have a material impact on the
Company’s financial condition results of operation or cash flows.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-10, Financial
Services-Brokers and Dealers: Investments-Other, Amendment to Subtopic
940-325. This Accounting Standards Update codifies the Observer comment
in paragraph 17 of EITF 02-3, Issues Involved in Accounting for Derivative
Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and
Risk Management. The adoption of ASU 2009-10 will not have a material impact on
the Company’s financial condition results of operation or cash
flows.
8
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-11, Extractive
Activities-Oil and Gas, Amendment to Section 932-10-S99. This
Accounting Standards Update represents a technical correction to the SEC
Observer comment in EITF 90-22, Accounting for Gas-Balancing Arrangements. The
adoption of ASU 2009-11 will not have a material impact on the Company’s
financial condition results of operation or cash flows.
In
September 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-12, Fair Value
Measurements and Disclosures (Topic 820), Investments in Certain Entities that
Calculate Net Asset Value per Share (or Its Equivalent) . This Accounting
Standards Update amends Subtopic 820-10, Fair Value Measurements and
Disclosures-Overall, to provide guidance on the fair value measurement of
investments in certain entities that calculate net asset value per share (or its
equivalent). The amendments in this Update are effective for interim and annual
periods ending after December 15, 2009. The Company is currently evaluating the
impact of ASU 2009-12 on the Company’s financial
statements.
In
October 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-13, Revenue
Recognition (Topic 605): Multiple Deliverable Revenue Arrangements-a consensus
of the FASB Emerging Issue Task Force. This Accounting Standards Update
amends Subtopic 605-25, separating consideration in multiple-deliverable
arrangements. This amendment in this Update will be effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is currently evaluating the
impact of ASU 2009-13 on the Company’s financial statements.
In
October 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements- a
consensus of the FASB Emerging Issue Task Force. This
Accounting Standards Update amends Subtopic 985-605, Software-Revenue
Recognition. This amendment in this Update will be effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is currently evaluating the
impact of ASU 2009-14 on the Company’s financial
statements.
In
October 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing (Topic 470). This Accounting Standards Update amends
Subtopic 470-20, Debt with Conversion and Other Options and Subtopic 260-10,
Earnings Per Share. The adoption of ASU 2009-15 will not have a material impact
on the Company’s financial condition results of operation or cash
flows.
In
December 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-16, Accounting
for Transfers and Servicing (Topic 860). This Accounting Standards Update
amends Subtopic 860-10, Transfers and Servicing-Overall. The adoption of ASU
2009-16 will not have a material impact on the Company’s financial condition
results of operation or cash flows.
In
December 2009, the FASB issued Accounting Standards Update (“ASU”)
No. 2009-17, Accounting
for Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities, (Topic 810). This Accounting Standards Update amends
Subtopic 810-10, Consolidation-Overall and adds Participating Rights, Kick-out
Rights and Protective Rights. The adoption of ASU 2009-17 will not have a
material impact on the Company’s financial condition results of operation or
cash flows.
In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-01, Accounting
for Distributions to Shareholders with Components of Stock and Cash-a consensus
of the FASB Emerging Issues Task Force,(Topic 505). This Accounting
Standards Update clarifies that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earning Per Share). The Company is currently evaluating the
impact of ASU 2010-01 on the Company’s financial statements.
9
In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-02, Accounting
and Reporting for Decreases in Ownership of a Subsidiary-a Scope Clarification,
(Topic 810). This Accounting Standards Update establishes the accounting
and reporting guidance for noncontrolling interests and changes in ownership
interests of a subsidiary. The adoption of ASU 2010-02 will not have a material
impact on the Company’s financial condition results of operation or cash
flows.
In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-03, Oil and Gas Reserve estimation and Disclosures, (Topic 932). This Accounting
Standards Update improves the reserve estimation and disclosure requirements by
(1) updating the reserve estimation requirements for changes in practice and
technology that have occurred over the last several decades and (2) expanding
the disclosure requirements for equity method investments. The
adoption of ASU 2010-03 will not have a material impact on the Company’s
financial condition results of operation or cash flows.
In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-04, Accounting for Various Topics-Technical Corrections to SEC
Paragraphs. The Company is currently evaluating the impact of ASU 2010-04 on the
Company’s financial statements.
In
January 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-05, Escrowed Share Arrangements and the Presumption of
Compensation, (Topic 718).
The adoption of ASU 2010-03 will not have a material impact on the
Company’s financial condition results of operation or cash flows.
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.
Share Based
Awards:
The
Company complies with FASB Accounting Standards Codification, “Compensation-Stock
Compensation,” (ASC 718) which requires expense for all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro
forma disclosure is no longer an alternative. For the Company, this
statement was effective as of April 1, 2006. The Company adopted the
modified prospective method, under which compensation cost is recognized
beginning with the effective date. The modified prospective method
recognizes compensation cost based on the requirements of ASC 718 for all
share-based payments granted after the effective date and, based on the
requirements of ASC 718, for all awards granted to employees prior to the
effective date that remain unvested on the effective date. The
Company does not expect to record any significant expenses under ASC 718 for
options currently outstanding. However, the amount of expense
recorded under ASC 718 will depend upon the number of options granted in the
future and their valuation.
Earnings Per Common
Share:
The
Company complies with FASB Accounting Standards Codification, “Earnings Per Share,” (ASC
260) which requires dual presentation of basic and diluted earnings per share on
the face of the statement of operations. Basic net income (loss) per share is
computed by dividing net income (loss) by the weighted average common shares
outstanding for the period. Diluted net income per share reflects the potential
dilution that could occur if warrants were to be exercised or converted or
otherwise resulted in the issuance of common stock that then shared in the
earnings of the entity.
Basic and diluted loss per common share
was calculated using the following number of shares for the three months ended
December 31:
|
2009
|
2008
|
|||||||
|
Weighted
average number of common shares outstanding
|
1,561,022 | 1,561,022 | ||||||
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Subsequent
Events:
The
interim financial statements were approved by management and were issued on
February 12, 2010. Subsequent events have been evaluated through this
date.
FORWARD-LOOKING
STATEMENTS
This
quarterly report and other reports issued by the Company, 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.
ANALYSIS
OF OPERATIONS AND FINANCIAL CONDITION
The
Company has limited operations and has been actively seeking merger, acquisition
and 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, which may result in operating losses that may require the
Company to use and thereby reduce its cash balance.
During
the quarter ended December 31, 2009, the Company had a loss from operations of
$(18,000). The loss is attributable to the operational and
administrative expenses incurred during the quarter less interest income earned.
During the quarter ended December 31, 2008, the loss from operations was
$(9,000). The increase in the loss in the current quarter is
primarily due to a decrease in interest income received due to lower rates on
invested funds and lesser funds available for investment due to the cash
distribution of $1,249,000 paid in August 2009. The operating
and administrative expenses incurred in the quarter ended December 31, 2009 was
approximately the same as in the quarter ended December 31, 2008.
During
the nine months ended December 31, 2009 the Company incurred a loss from
operations of $(47,000) compared to a loss from operations of $(34,000) in the
nine months ended December 31, 2008. The increase in the loss in the
current nine months is attributable to
|
(A)
|
lesser
interest income received of $9,000 in the nine months of the current year
as compared to $27,000 in the same nine months of
2008. The decrease in the interest received is a result of
lesser funds available for investment due to the cash distribution of
$1,249,000 made in early August 2009 and lesser rates of interest received
on invested funds.
|
|
(B)
|
A
decrease in operating and administrative expenses to $47,000 in the nine
months ended December 31, 2009 as against $52,000 in the nine months ended
December 31, 2008. This decrease is primarily due to expenses
(including advertising) incurred in the 2008 and other costs in connection
with potential reverse merger opportunities which were greater than in
2009.
|
|
(C)
|
Taxes
paid in the first nine months of 2009 were $5,000 as compared to $2,000 in
taxes paid in the first nine months of 2008. The difference is
due to the timing in the payment of taxes and estimated taxes
paid.
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11
Stockholder’s
equity as of December 31, 2009 was $260,000 as compared to $ 1,561,000 at March
31, 2009. The decrease is attributable to the net loss incurred by the Company
during the nine months ended December 31, 2009 and the distribution of
$1,249,000 in August 2009.
The
Company had cash on hand at December 31, 2009 of $267,000 as compared to
$1,572,000 at March 31, 2009. The decrease in cash on hand is due to
losses sustained by the Company in the nine months ended December 31, 2009 and
the Company’s use of approximately $1,249,000 of cash on hand in early August
2009 to pay the special cash distribution on August 7, 2009 (See “Recent
Developments” – Page 1).
The
Company does not have any arrangements with banks or financial institutions with
respect to the availability of financing in the future.
Please
see “Recent Developments” Page 1 concerning the payment of a substantial cash
distribution and the resulting decrease in the Company’s cash position, which
will cause the Company to have quarterly losses at least and until a transaction
is concluded.
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 additional cash distributions or dividends in the foreseeable
future.
PLAN
OF OPERATION
As noted
above, the Company has limited operations. The Company plans to continue as a
public entity and continues to seek merger, acquisition and business combination
opportunities with an operating business or other appropriate financial
transactions. Until such an acquisition or business combination 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, which will create operating losses that may require the
Company to use and thereby reduce its cash on hand.
Until the
Company completes a merger, reverse merger or other financial transaction, and
unless interest rates increase dramatically, the Company will continue to incur
a loss of between $15,000 to $20,000 per quarter.
12
ITEM
3. CONTROLS AND PROCEDURES.
As of the
end of the period covered by this Report, the Company’s President, principal
executive officer and principal financial officer, evaluated the effectiveness
of the Company’s “disclosure controls and procedures”, as defined in Rule
13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of
1934. Based on that evaluation, this officer conclude that, as of the
date of his evaluation, the Company’s disclosure controls and procedures were
effective to provide reasonable assurance that information required to be
disclosed in the Company’s periodic filings under the Securities Exchange Act of
1934 is accumulated and communicated to management, including that officer, to
allow timely decisions regarding required disclosure. It should be
noted that a control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that it will detect or uncover
failures within the Company to disclose material information otherwise required
to be set forth in the Company’s periodic reports.
During
the period covered by this Report, there were no changes in the Company’s
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
13
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. | ||
| By: |  |
|
| Name: Bernard Zimmerman | ||
|
Title:
President, Chief Executive Officer and
Principal Financial Officer
|
||
Dated: February
12, 2010
14
|
Exhibit
No.
|
|
Description
|
|
| 31.1 |
Certificate
of the Principal Executive and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
| 32.1 |
Certificate
of the Principal Executive and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
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