UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

(Mark One)
|X|	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE FISCAL YEAR ENDED MARCH 31, 2007
	OR
|_|	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________
	Commission File number: 811-0969

FCCC, INC.
(Exact name of small business issuer as specified in its charter)
Connecticut	06-0759497
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Connecticut Avenue, Norwalk, Connecticut 06854

(Address of principal executive offices)

(203) 855-7700

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes |_|   No |X|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer |_|     Accelerated filer |_|     Non-accelerated filer |X|

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

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

Check if the disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-KSB or any amendment to this Form 10-KSB.    |_|

State issuer's revenues for its most recent fiscal year: $77,000

As of June 1, 2007, the aggregate market value of the issuer's common stock held by non-affiliates of the issuer was approximately $1,170,000.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock, as of June 1, 2007, was: 1,423,382

Transitional Small Business Format:    Yes |_|   No |X|

FCCC, INC.

FORM 10-KSB

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS
PART I
ITEM 1.	Description of Business	1
ITEM 2.	Description of Property	3
ITEM 3.	Legal Proceedings	3
ITEM 4.	Submission of Matters to a Vote of Security Holders	3
PART II
ITEM 5.	Market for Common Equity and Related Stockholder Matters	3
ITEM 6.	Management's Discussion and Analysis or Plan of Operation	4
ITEM 7.	Financial Statements	6
ITEM 8.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	15
ITEM 8A.	Controls and Procedures	16
ITEM 8B.	Other Information	16
PART III
ITEM 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	16
ITEM 10.	Executive Compensation	18
ITEM 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
ITEM 12.	Certain Relationships and Related Transactions	22
ITEM 13.	Exhibits	22
ITEM 14.	Principal Accountant Fees and Services	22
SIGNATURES		24
EXHIBIT INDEX		25
EXHIBIT 31.1
EXHIBIT 32.1

i

FORWARD-LOOKING STATEMENTS

               This annual report and other reports issued by FCCC, Inc. (the “Company” or “FCCC”), including reports filed with the Securities and Exchange Commission, may contain “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that deal with future results, plans or performances. In addition, the Company’s management may make such statements orally, to the media, or to securities analysts, investors or others. Accordingly, forward-looking statements deal with matters that do not relate strictly to historical facts. The Company’s future results may differ materially from historical performance and forward-looking statements about the Company’s expected financial results or other plans are subject to a number of risks and uncertainties. This section and other sections of this quarterly report may include factors that could materially and adversely impact the Company’s financial condition and results of operations. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to revise or update any forward-looking statements after the date hereof.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

General

               FCCC, Inc. was incorporated under the laws of the state of Connecticut on May 6, 1960 under the name The First Connecticut Small Business Investment Company. The Company changed its name to The First Connecticut Capital Corporation on January 27, 1993, and then to FCCC, Inc. on June 4, 2003. The Company maintains its principal executive offices at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut. FCCC is authorized to issue 22,000,000 shares of common stock, without par value. The Company currently has 1,423,382 shares of common stock issued and outstanding.

               Prior to June 30, 2003, the Company was engaged in the mortgage banking business. As more fully discussed below, FCCC has had limited operations since June 30, 2003. Such operations consist of a search for an appropriate transaction such as a merger, acquisition or other business combination with an operating business or other appropriate financial transaction.

               As noted above, the Company was engaged in the mortgage banking business from 1994 until June 2003. On July 11, 2003, the Company consummated the sale, as of June 30, 2003, of all of the operating assets and liabilities (excluding cash and certain deferred tax assets) of the Company’s mortgage business (the “Asset Sale”) to FCCC Holding Company, LLC pursuant to the terms of an Asset Purchase Agreement dated June 28, 2002, as amended, for an aggregate adjusted purchase price of $1,137,000. Simultaneously with the closing of the Asset Sale, the Company consummated the sale of an aggregate of 250,000 shares of its Common Stock, at a price of $1.00 per share, and five-year Warrants to purchase 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, subject to adjustment, at a purchase price of $.01 per Warrant, to Bernard Zimmerman, the current President, Chief Executive Officer and Principal Financial Officer of the Company, and Martin Cohen, a current Director, or their affiliates, pursuant to the terms of a Stock Purchase Agreement dated June 28, 2002, as amended (the “Stock Sale”). The Company’s shareholders approved these transactions on June 3, 2003.

Current Business

               As a result of the Asset Sale, the Company has limited operations. The Company’s operations consist of a search for a merger, acquisition or business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition or business combination candidate.

1

               It is anticipated that opportunities may come to FCCC’s attention from various sources, including its management, its stockholders, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. At this time, FCCC has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities for it. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if management deems it in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

               The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.

               It is impossible to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of FCCC with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, the present management and stockholders of the Company may not have control of a majority of the voting shares of FCCC following a reorganization or other financial transaction. As part of such a transaction, FCCC’s existing directors may resign and new directors may be appointed. The Company’s operations following its consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

               The Company may also be subject to increased governmental regulation following a transaction; however, it is impossible to predict the nature or magnitude of such increased regulation, if any.

               The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.

Competition

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

Employees

               The Company currently has no employees. The Company has two executive officers, one of whom has a consulting arrangement with the Company. Specifically, on July 1, 2003, the Company and Mr. Zimmerman 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. Mr. Cohen had a similar consulting agreement. Effective March 31, 2007, the Consulting Agreement by and between the Company and Mr. Cohen, entered into on July 1, 2003 (the “Cohen Consulting Agreement”), which provided for monthly payments of $2,000 to Mr. Cohen plus reasonable and necessary out-of-pocket expenses was terminated. 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.

2

ITEM 2.  DESCRIPTION OF PROPERTY.

               The Company leases office space located at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut from an unaffiliated party pursuant to a month-to-month arrangement.

ITEM 3.  LEGAL PROCEEDINGS.

               There are no material legal proceedings which are pending or have been threatened against the Company or any officer, director or control person of which management is aware.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

               No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Price Range of Common Stock

               The Company’s common stock is traded over the counter, and the bid and ask prices of the Company’s stock are quoted on the OTC Bulletin Board under the symbol FCIC. Following are the low sales and high sales prices for the Company’s common stock during the fiscal years ended March 31, 2007 and 2006 as quoted on the OTC Bulletin Board:

3

FY Ended March 31, 2007	Low	High
First Quarter	$ 1.10	$ 1.15
Second Quarter	0.93	1.11
Third Quarter	0.94	1.10
Fourth Quarter	1.02	1.20

FY Ended March 31, 2006	Low	High
First Quarter	$ 1.08	$ 1.14
Second Quarter	1.08	1.25
Third Quarter	1.06	1.14
Fourth Quarter	1.07	1.25

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

               On June 1, 2007, the closing bid price for the Company’s common stock was $1.20 per share.

Holders

               The approximate number of stockholders of record of the Company on June 1, 2007 was approximately 1,250. The number of shares of the Company’s common stock outstanding as of June 1, 2007 was 1,423,382.

Dividends

               The Company did not declare or pay any dividends during the fiscal years ended March 31, 2007 and 2006. The Company has no plans to pay any cash dividends in the foreseeable future. The Company may, however, pay a cash dividend as part of a merger, acquisition or business combination transaction or if the Board of Directors deems it advisable for the benefit of all shareholders.

ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation

               The Company has limited operations and is actively seeking merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company’s plan of operation and business, see PART I, Item 1 hereof.

               Additionally, pursuant to the terms of the Stock Purchase Agreement referenced in PART I, Item 1 hereof, in the event that the Company has not consummated an appropriate transaction or series of transactions (defined as having an aggregate value in excess of $750,000) by June 30, 2006, subject to a three (3) month extension in the event the Company is then involved in good faith negotiations to consummate a material transaction or transactions (the “Transaction Date”), then upon the request of the holders of twenty percent (20%) or more of the outstanding stock of the Company held by non-affiliates of management, the Company would schedule a meeting of stockholders and solicit proxies pursuant to which the stockholders would vote on whether to dissolve and liquidate the Company. The Transaction Date lapsed with no request having been made by the shareholders for the dissolution and liquidation of the Company. The Stock Purchase Agreement also provides that all shares held by management shall be voted in the same proportion as the non-management shares with respect to such vote.

4

Results of Operations

               Prior to June 30, 2003, the Company was engaged in the mortgage banking business. Since that date, the Company has had limited operations, consisting of a search for a suitable transaction such as an acquisition or other business combination with an operating business.

               For the years ended March 31, 2007 and 2006, the Company received interest income of $77,000 and $57,000, respectively. The increase in interest income resulted from increased interest rates received on invested funds which were approximately the same in both years.

               The Company’s operations resulted in a loss of $25,000 for the year ended March 31, 2007 as compared to a loss of $45,000 for the year ended March 31, 2006. The decrease in the loss is attributable to the following factors (a) an increase in interest income of approximately $20,000, and (b) increased operating expenses incurred during fiscal 2007 of approximately $2,000 offset by a decrease of $2,000 in minimum tax accruals.

               Stockholders’ equity as of March 31, 2007 and 2006 was $1,601,000 and $1,626,000, respectively.

Liquidity and Capital Resources

               FCCC had cash on hand at March 31, 2007 and 2006 of $1,605,000 and $1,628,000, respectively. FCCC had no other assets to meet ongoing expenses or debts that may accumulate. FCCC had liabilities of $11,000 and $14,000 at March 31, 2007 and 2006, respectively.

               FCCC has no commitment for any capital expenditure and foresees none. However, FCCC will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur expenses in locating and investigating appropriate transactions and other fees and expenses in the event it undertakes a transaction or attempts but is unable to complete a transaction. FCCC will also continue to incur expenses in connection with its commitments under a consulting arrangement with management and expenses relating to its leased office space. FCCC’s cash requirements for the next twelve months are relatively modest, consisting principally of legal, accounting and other expenses relating to filings required under the Securities Exchange Act of 1934.

               FCCC paid no cash dividends in the fiscal years ended March 31, 2007 and 2006.

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

Recent Accounting Changes and New Accounting Pronouncements

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

5

ITEM 7.  FINANCIAL STATEMENTS.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		7
FINANCIAL STATEMENTS:		8
	Balance Sheets	8
	Statements of Operations	9
	Statements of Changes in Stockholders' Equity	10
	Statements of Cash Flows	11
	Notes to Financial Statements	12-15

6

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of FCCC, Inc.
Norwalk, Connecticut

We have audited the accompanying balance sheets of FCCC, Inc. (the Company) as of March 31, 2007 and 2006, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FCCC, Inc. as of March 31, 2007 and 2006 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Mahoney Sabol & Company, LLP

Certified Public Accountants
Glastonbury, Connecticut

May 30, 2007

7

FCCC, INC.

BALANCE SHEETS
As of March 31, 2007 and March 31, 2006
(Dollars in thousands, except share data)

	March 31,		March 31,
	2007		2006
	(Audited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,605	$	1,628
Accrued interest receivable		6		11
Total current assets		1,611		1,639
Other assets		1		1
TOTAL ASSETS	$	1,612	$	1,640
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	11	$	14
Total current liabilities		11		14
Commitments and contingencies		-		-
TOTAL LIABILITIES		11		14
Stockholders' equity:
Common stock, no par value, stated value $.50 per share,                  authorized 22,000,000 shares, issued and outstanding                  1,423,382 shares		712		712
Additional paid-in capital		9,330		9,330
Accumulated deficit		(8,441)		(8,416)
Total stockholders' equity		1,601		1,626
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,612	$	1,640

See notes to financial statements.

8

FCCC, INC.

STATEMENTS OF OPERATIONS
(Audited)
(Dollars in thousands, except share data)

	Years Ended March 31,
	2007			2006
Income:
Interest income		77		57
Total income		77		57
Expense:
Legal expenses		12		12
Operating and administrative expenses		86		84
Total expense		98		96
Income (loss) before income taxes		(21)		(39)
Income tax expense		4		6
NET INCOME (LOSS):	$	(25)	$	(45)
Basic earnings (loss) per share:	$	(0.02)	$	(0.03)
Diluted earnings (loss) per share:	$	(0.02)	$	(0.03)
Weighted average common shares outstanding:
Basic		1,423,382		1,423,382
Diluted		1,565,099		1,575,337

See notes to financial statements.

9

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended March 31, 2007 and 2006
(Audited)
(Dollars in thousands, except share data)

	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit		Total
Balance, March 31, 2005	1,423,382	$	712	$	9,330	$	(8,371)	$	1,671
Net loss - year ended March 31, 2006	-		-		-		(45)		(45)
Balance, March 31, 2006	1,423,382	$	712	$	9,330	$	(8,416)	$	1,626
Net loss - year ended March 31, 2007	-		-		-		(25)		(25)
Balance, March 31, 2007	1,423,382	$	712	$	9,330	$	(8,441)	$	1,601

See notes to financial statements.

10

FCCC, INC.

STATEMENTS OF CASH FLOWS
(Audited)
(Dollars in thousands)

	Years Ended March 31,
		2007		2006
Cash Flows from Operating Activities:
Net income (loss)	$	(25)	$	(45)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Decrease (increase) in assets:
Accrued interest receivable		5		(2)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		(3)		(10)
Net cash (used) provided by operating activities		(23)		(57)
Cash Flows From Investing Activities:		-		-
Net Cash Flows From Financing Activities:		-		-
Net (decrease) increase in cash and cash equivalents		(23)		(57)
Cash and cash equivalents, beginning of year		1,628		1,685
Cash and cash equivalents, end of year	$	1,605	$	1,628
Supplemental cash flow disclosures:
Cash payments of income taxes	$	4	$	6

See notes to financial statements.

11

FCCC, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2007 AND 2006

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 one financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 at each institution. At various times throughout the year, cash balances exceeded FDIC limits. At March 31, 2007 and 2006, the Company had uninsured cash balances totaling $1,438,000 and $1,401,000, respectively.

Estimates:

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

Income Taxes:

               The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the Statement of Financial Accounting Standards No. 109 (SFAS 109) “Accounting for Income Taxes.” This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting bases of certain assets and liabilities.

Earnings Per Common Share:

               The Company follows Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings Per Share”. SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. Basic EPS is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

               Basic and diluted income (loss) per common share was calculated using the following number of shares:

12

	2007		2006
Average shares outstanding		1,423,382	1,423,382
Basic shares		1,423,382	1,423,382
Net dilutive effect of options and warrants		141,717	151,955
Diluted shares		1,565,099	1,575,337

Stock Based Compensation:

               On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) 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 SFAS 123(R) for all share-based payments granted after the effective date and, based on the requirements of SFAS 123, 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 SFAS 123(R) for options currently outstanding. However, the amount of expense recorded under SFAS 123(R) will depend upon the number of options granted in the future and their valuation.

Common Stock Warrants:

               In June 2003, the Company issued 5-year Warrants (subject to registration rights under certain circumstances) to purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, at a purchase price of $.01 per Warrant. The exercise price of the warrants is subject to adjustment as defined. The warrant exercise price was adjusted to $.50 per share as a result of the payment of a $.50 per share cash dividend during September 2003. No warrants were exercised or cancelled during the years ended March 31, 2007 and March 31, 2006.

New Pronouncements:

               The Company has implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial statements.

13

NOTE 2 — FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

               The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents (see Note 1).

Fair Value of Financial Instruments:

               SFAS No. 107, “Fair Value of Financial Instruments”, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. SFAS No. 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of the Company’s financial instruments (cash and cash equivalents) approximate their fair value because of the short maturity of these instruments.

NOTE 3 — STOCK OPTIONS

               The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the 1999 Plan) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the 2002 Plan) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the Plans). The Company has reserved 150,000 shares of stock for grants under both the 1999 and 2002 plans, respectively. Pursuant to the Plans, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The Plans provide that the maximum term for options granted under the Plans is ten years and that the exercise price for the options may not be less than the fair market value of the Company’s common stock on the date of grant.

Options granted pursuant to the 1999 Plan:

               On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant and were fully vested at the date of grant. Options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. No options were exercised or canceled during the years ended March 31, 2007 and 2006 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.

Options granted pursuant to the 2002 Plan:

               On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant and vest ratably over three years from the date of grant; however, the option agreement stipulates accelerated vesting provisions under certain circumstances as defined. During the years ended March 31, 2007 and 2006, 30,000 and 15,000, respectively, of these options became vested, and no options were exercised or canceled during the years ended March 31, 2007 and 2006 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Other Options:

               On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares (Other Options), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The options expire five years from the date of grant and vest immediately. None of these options was exercised or cancelled during the years ended March 31, 2007 and 2006, and no compensation cost has been recognized for these options.

               The weighted-average remaining contractual life of the outstanding options is approximately 6 years.

               During fiscal 2007 and 2006, no new share based payments were granted, and no compensation expense was recognized.

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NOTE 4 — COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK:

               On July 1, 2003 the Company entered into a one-year lease for office space located in Norwalk, Connecticut for approximately $1,000 per month. On June 30, 2004 the lease expired and the Company has continued leasing its office space on a month-to-month basis at a rate of approximately $500 per month. Rent expense totaled $6,000 for each of the years ended March 31, 2007 and 2006, respectively.

               On July 1, 2003, the Company entered into consulting agreements with the Company’s President and the then Chairman of the Board, or their affiliates. The agreements terminated on July 1, 2006 as defined, and stipulate monthly payments of $2,000 to each consultant plus reasonable and necessary out-of-pocket expense. Fees related to these agreements totaled $48,000 for the years ended March 31, 2007 and 2006. The Board authorized the extension of the consulting agreements, on a month to month basis, on terms and conditions substantially similar to those of the previous agreements.

               The consulting agreement with Mr. Martin Cohen, a current director and former Chairman of the Board, terminated, effective March 31, 2007.

NOTE 5 — INCOME TAXES:

               The income tax provision consists of the following for the years ended March 31, 2007 and 2006:

	2007			2006
Current expense:
Federal	$	-	$	-
State (tax on capital)		4,000		6,000
Total current	$	4,000	$	6,000

Deferred expense:
Federal	$	-	$	-
State		-		-
Total deferred		-		-
Total tax provision	$	4,000	$	6,000

               At March 31, 2007 and 2006, there were no net deferred tax assets or liabilities recognized for taxable temporary differences.

               The Company establishes a valuation allowance in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes”. The Company continually reviews the adequacy of the valuation allowance and recognizes a benefit from income taxes only when reassessment indicates that it is more likely than not that the benefits will be realized.

               At March 31, 2007, the Company had available federal net operating losses of approximately $8,110,000 for income tax purposes, which expire from 2008 to 2024.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

               None.

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ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

               The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period reported in this annual report (the “Evaluation Date”), concluded that the Company’s disclosure controls and procedures were effective and designed to ensure that material information relating to the Company is accumulated and would be made known to them by others as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Controls

               The Company does not believe that there are significant deficiencies in the design or operation of its internal controls that could adversely affect its ability to record, process, summarize and report financial data. Although there were no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the Evaluation Date, the Company’s senior management, in conjunction with its Board of Directors, continuously reviews overall company policies and improves documentation of important financial reporting and internal control matters. The Company is committed to continuously improving the state of its internal controls, corporate governance and financial reporting.

ITEM 8B.  OTHER INFORMATION.

               None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Identification of Current Directors and Executive Officers

               The directors and executive officers of the Company as of May 4, 2007 are as follows:

Name	Age	Position	Director Since
Bernard Zimmerman	74	President, Chief Executive Officer, Principal Financial Officer and Director	2003
Martin Cohen	72	Director	2003
Jay J. Miller*	74	Secretary and Director	2003
Lawrence R. Yurdin*	66	Director	1986
Michael L. Goldman*	46	Director	1998

*Member of Audit Committee

Biographies of Directors and Officers

               BERNARD ZIMMERMAN became President, Chief Executive Officer and a Director of the Company in July 2003. Upon the resignation of Mr. Cohen in February 2007, Mr. Zimmerman was also appointed as Treasurer and Principal Financial Officer of the Company. Mr. Zimmerman is the President of Bernard Zimmerman and Company, Inc., a financial management and consulting firm, and is a director on the boards of The Institute for Cancer Research and Molecular Medicine, and the M. and A. Sbarro Family Foundation. Mr. Zimmerman is a Certified Public Accountant. He has over 35 years experience in the merger, acquisition and business combination fields.

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               MARTIN COHEN became Chairman of the Board and Treasurer of the Company in July 2003, and assumed the role of principal financial officer in September 2003. Mr. Cohen resigned from his position as Chairman of the Board, Treasurer and Principal Financial Officer in February 2007, but remains as a director of the Company. An experienced private investor, Mr. Cohen is the former manager of Marcon Workouts LLC, the founder and former CEO of Marcon Capital Corporation, a federally licensed Small Business Investment Company, and a former consultant to Credit Suisse and Greenwich Capital Corp., investment banking firms.

               JAY J. MILLER became Secretary and a Director of FCCC in July 2003. Mr. Miller is an attorney in private practice, and serves as a director on the boards of Covista Communications, Inc., a long distance telephone service provider and AmTrust Financial Services, Inc., an insurance holding company, as well as its affiliated insurance entities.

               LAWRENCE R. YURDIN, a Director of the Company since 1986, is the former President and Chief Executive Officer of the Company. Mr. Yurdin has been employed by the Company in various capacities since 1970. Mr. Yurdin is currently the President and a Manager of First Connecticut Capital, LLC, a company engaged in the business of making and servicing mortgage loans.

               MICHAEL L. GOLDMAN has served as a Director of the Company since 1998 and is the former Assistant Secretary of the Company. Mr. Goldman is the Managing Principal of the law firm of Goldman, Gruder & Woods, LLC. Mr. Goldman is also the Vice President, Secretary and a Manager of First Connecticut Capital, LLC, a company engaged in the business of making and servicing mortgage loans.

               All Directors hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Officers are elected to serve, subject to the discretion of the Board of Directors, until their successors are appointed. The Company has not held an annual meeting since 2003.

               FCCC’s Board of Directors has established an Audit Committee. The Audit Committee meets with management and FCCC’s independent auditors to determine the adequacy of internal controls and other financial reporting matters. Members of the Committee are Jay J. Miller, Lawrence Yurdin and Michael Goldman.

Section 16(a) Beneficial Ownership Reporting Compliance

               Section 16(a) of the Securities Exchange Act of 1934 requires FCCC’s officers and directors, and persons who own more than ten percent (10%) of a registered class of FCCC’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than ten percent (10%) stockholders are required by SEC regulations to furnish FCCC with copies of all Section 16(a) forms they file.

               To the best of FCCC’s knowledge, based solely on review of the copies of such forms furnished to it, or written representations that no other forms were required, FCCC believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent (10%) stockholders were complied with during the fiscal year ended March 31, 2007.

Audit Committee Financial Expert

               The Board of Directors of the Company has determined that Jay J. Miller qualifies as its “audit committee financial expert,” as that term is defined in Item 401(e) of Regulation S-B, and is “independent” as that term is used in Item 7(d)(3)(iv) of schedule 14A under the Securities Exchange Act of 1934.

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Code of Ethics

               FCCC has not yet adopted a corporate code of ethics. The Company’s Board of Directors is considering establishing a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. The Company plans to implement a code of ethics prior to March 31, 2008.

ITEM 10.  EXECUTIVE COMPENSATION.

Compensation

               The following Summary Compensation Table sets forth all compensation earned, in all capacities, during the fiscal years ended March 31, 2005, 2006 and 2007 by the Company’s (i) Chief Executive Officer, and (ii) “highly compensated” executive officers, other than the CEO, as determined by Regulation S-B, Item 402 (the individuals falling within categories (i) and (ii) are collectively referred to as the “Named Executives”).

SUMMARY COMPENSATION TABLE

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Restricted Stock Award(s) ($)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)	All other Compen- sation ($)
Bernard Zimmerman	2007	$            0	$       0	$ 24,000 (1)	$       0	0	$       0	$       0
CEO and President	2006	0	0	24,000 (1)	0	0	0	0
	2005	0	0	24,000 (1)	0	0	0	0
Martin Cohen	2007	$            0	$       0	$ 24,000 (2)	$       0	0	$       0	$       0
Director	2006	0	0	24,000 (2)	0	0	0	0
	2005	0	0	24,000 (2)	0	0	0	0

⁽¹⁾ Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman, receives $2,000 per month pursuant to a consulting agreement with the Company, dated July 1, 2003, to provide consulting services with respect to the business and finances of the Company. The consulting agreement expired on July 1, 2006 and has been authorized by the Board to continue on a month to month basis.

⁽²⁾ Mr. Cohen received $2,000 per month pursuant to a consulting agreement with the Company, dated July 1, 2003, to provide consulting services with respect to the business and finances of the Company. The consulting agreement expired on July 1, 2006 and had been authorized by the Board to continue on a month to month basis. The consulting agreement terminated, effective March 31, 2007.

Stock Options

               There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises, or (iii) long-term incentive plan awards in the fiscal years ended March 31, 2007 and 2006 to any Named Executives.

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Compensation of Directors

               All Directors, except Messr. Zimmerman, are entitled to receive a fee of $300 per Board meeting. Audit Committee members receive a fee of $300 per Audit Committee meeting, provided that Audit Committee meetings are held on a different day than meetings of the Board of Directors.

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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership

               The following table, together with the accompanying footnotes, sets forth information, as of May 4, 2007, regarding stock ownership of all persons known by FCCC to own beneficially more than 5% of the Company’s outstanding common stock, Named Executives, all directors, and all directors and officers of FCCC as a group:

Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percent of Class	Options and Warrants Exercisable Within 60 Days	Total	Percent of Class - Total
5% Stockholders
Robert E. Humphreys  64 Alcott Street Acton, MA 01720	114,900	(1)	8.07%	-	114,900	8.07%
John C. Boland  714 St. Johns Road Baltimore, MD 21210	55,515	(2)	3.9%	-	55,515	3.9%
Walter P. Carucci  Uncle Mills Partners (formerly Carucci Family Partnership) c/o Carr Securities Corp. 14 Vanderventer Avenue Port Washington, NY 11050	140,000	(5)	9.8%	-	140,000	9.8%
Executive Officers and Directors
Martin Cohen  27 E. 65th Street Suite 11A New York, NY 10021	188,300	(3)	13.23%	100,000	288,300	18.42%
Bernard Zimmerman  18 High Meadow Road Weston, CT 06883	188,300	(4)	13.23%	100,000	288,300	18.42%
Lawrence R. Yurdin  431B North Trail Stratford, CT 06815	21,707	(6)	1.53%	38,500	60,207	3.85%
Michael L. Goldman  11 Skytop Drive Trumbull, CT 06611	16,921		1.19%	26,000	42,921	2.74%
Jay J. Miller  430 East 57th Street New York, NY 10022	-		-	10,000	10,000	0.64%
All directors and executive officers as a group (five persons)	415,228		29.17%	274,500	689,728	44.07%

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⁽¹⁾ Includes shares beneficially owned by members of Mr. Humphreys’ immediate family and affiliated trusts.

⁽²⁾ Shares owned by John C. Boland, manager of Remnant Partners L.P., in personal accounts, as per Schedule 13G/A, filed on November 30, 2006.

⁽³⁾ Includes shares held by Cohen Profit Sharing Plan, an affiliate of Mr. Cohen.

⁽⁴⁾ Includes shares held by Bernard Zimmerman & Company, Inc., an affiliate of Mr. Zimmerman.

⁽⁵⁾ Based upon Schedule 13G/A filed on February 13, 2007, and includes 39,255 shares owned individually by Mr. Carucci as well as the 100,745 shares owned by Uncle Mills Partners. Mr. Carucci asserts sole power to vote, dispose of, and direct the disposition of such shares owned individually and by Uncle Mills Partners.

⁽⁶⁾ Excludes 7,484 shares held by Mr. Yurdin’s wife, as to which he disclaims beneficial ownership.

Securities Authorized For Issuance Under Equity Compensation Plans

Stock Option Plans

               The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the “1999 Plan”) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the “2002 Plan”) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the “Plans”). Each Plan has reserved 150,000 shares of stock for grants under each, respectively. Pursuant to the Plans, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The purpose of the Plans are to advance the interests of the Company and its stockholders by helping the Company obtain and retain the services of employees, officers, consultants, and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company. In addition, the Plans provide that the maximum term for options granted under the Plans is 10 years and that the exercise price for the options may not be less than the fair market value of the Company’s common stock on the date of grant. Options granted to stockholders owning more than 10% of the Company’s outstanding common stock must be exercised within 5 years from the date of grant and the exercise price must be at least 110% of the fair market value of the Company’s common stock on the date of the grant.

               Options granted pursuant to the 1999 Plan: On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant. As a result of the Asset Sale, options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. Accordingly, as of April 2006, options to purchase 45,500 shares were outstanding under the 1999 Plan. No options were exercised or canceled during the year ended March 31, 2006 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.

               Options granted pursuant to the 2002 Plan: On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant, and vest ratably over three years from the date of grant; however, the option agreement stipulates accelerated vesting provisions under certain circumstances as defined. As of April 2006, options to purchase 45,000 shares were outstanding under the 2002 Plan. No options were exercised or canceled during the year ended March 31, 2006 and no compensation cost has been recognized for stock options awarded under the 2002 Plan. At March 31, 2007, 30,000 options were vested.

Other Options

               On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares (“Other Options”), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The Company issued the Other Options in consideration of the efforts of the grantees in connection with the Asset and Stock Sales and their continued cooperation with and assistance to the Company after the closing of those transactions. The granting of the Other Options was approved by the stockholders of the Company at the June 3, 2003 Annual Stockholders Meeting. The terms and conditions of the Other Options are identical to the terms and conditions of the options issued under the Plans, except that they have not terminated upon the respective holders thereof ceasing to be “Eligible Persons” under the Plans. Using the Black-Scholes method of valuation, the aggregate value of the Other Options at the time of their grant was $24,645.

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               The following table sets forth, as of the year ended March 31, 2007, information with respect to FCCC’s compensation plans and individual compensation arrangements to which FCCC is a party, if any, under which equity securities of FCCC are authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
	(a)	(b)	(c)
Equity compensation plans approved by security holders
1999 Stock Option Plan	44,500	$   0.64	105,500
2002 Stock Option Plan	45,000	$   1.05	105,000
Other Options	79,500	$   0.82	N/A
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	169,000	$   0.83	210,500

               The weighted-average remaining contractual life of the outstanding options is approximately 6 years.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

               None.

ITEM 13.  EXHIBITS.

Exhibit No.	Description
31.1	Section 302 Certification of Chief Executive Officer and Principal Financial Officer
32.1	Section 906 Certification of Chief Executive Officer and Principal Financial Officer

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

               Mahoney Sabol & Company, LLP (“MSC”) was engaged as the Company’s independent public accountants as of October 10, 2003. MSC billed, and will bill, the Company an aggregate of $7,500 for the audit of the financial statements for the years ended March 31, 2007 and 2006. Additionally, MSC billed the Company an aggregate of $6,000 for the reviews of the Company’s financial statements included in each Form 10-QSB of the Company filed covering the fiscal quarters ended June 30, 2006, September 30, 2006and December 31, 2006, respectively.

Audit-Related Fees

               None.

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Tax Fees

               MSC billed, and will bill, an aggregate of $1,500 for the preparation of required federal and state income tax filings for the years ended March 31, 2007 and 2006, respectively.

All Other Fees

               Each of the permitted non-audit services has been pre-approved by the Audit Committee or the Audit Committee’s Chairman pursuant to delegated authority by the Audit Committee, other than de minimus non-audit services for which the pre-approval requirements are waived in accordance with the rules and regulations of the Securities and Exchange Commission.

Audit Committee Pre-Approval Policies and Procedures

               The Audit Committee charter provides that the Audit Committee will pre-approve the fees and other significant compensation to be paid to the independent auditors.

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SIGNATURES

               In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FCCC, INC.
	By:
		Name: Bernard Zimmerman
		Title: President, Chief Executive Officer and Principal Financial Officer
Dated: June 4, 2007

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

	Name: Bernard Zimmerman
	Title: President, Chief Executive Officer and Principal Financial Officer
Dated: June 4, 2007

	/s/ Martin Cohen
	Name: Martin Cohen
	Title: Director
Dated: June 4, 2007

	/s/ Jay J. Miller
	Name: Jay J. Miller
	Title: Secretary and Director
Dated: June 4, 2007

	/s/ Lawrence R. Yurdin
	Name: Lawrence R. Yurdin
	Title: Director
Dated: June 4, 2007

	/s/ Michael L. Goldman
	Name: Michael L. Goldman
	Title: Director
Dated: June 4, 2007

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EXHIBIT INDEX

Exhibit No.	Description
31.1	Section 302 Certification of Chief Executive Officer and Principal Financial Officer
32.1	Section 906 Certification of Chief Executive Officer and Principal Financial Officer

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