-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CBQJDClPf9fbmP38/g0HdJSItQsK2EcsAe/NsPzkTGvQKgIDQFqtHbiiN4Ls4e/8 K1bWPgZDZ/zeXUyDVnQHFw== 0001026608-09-000006.txt : 20090323 0001026608-09-000006.hdr.sgml : 20090323 20090127142435 ACCESSION NUMBER: 0001026608-09-000006 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FCCC INC CENTRAL INDEX KEY: 0000730669 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 060759497 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 5TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038557700 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 5TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CONNECTICUT CAPITAL CORP/NEW/ DATE OF NAME CHANGE: 19920929 CORRESP 1 filename1.htm CORRESP

200 Connecticut Avenue, 5th Floor
Norwalk, Connecticut 06854
(203) 855-7700
(203) 838-8500 ext. 20
(fax) (203) 854-1652

January 27, 2009

VIA EDGAR

Ms. Tia Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and Health Care Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

    Re:   FCCC, Inc.
File No. 001-08589

Dear Ms. Jenkins:

                By letter dated January 23, 2009, you provided supplemental comments to our January 16, 2009 response to your original letter, dated December 30, 2008, concerning the Annual Report of FCCC, Inc. (the “Company”) on Form 10-KSB for the fiscal year ended March 31, 2008 (the “Annual Report”) and on the Company’s two quarterly reports on Form 10-Q for the quarters ended June 30 and September 30, 2008 (each, a “Quarterly Report”).

                Set forth below are our responses to staff’s comments and enclosed herewith are our proposed amendments to our Annual Report and two Quarterly Reports.

                We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in its filings, that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings, and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

                Our response to staff’s comments are as follows:

Form 10-KSB for the Fiscal Year Ended March 31, 2008 (filed on June 26, 2008)

Evaluation of Disclosure Controls and Procedures.

1.       In response to staff’s comment, our proposed Amendment No. 1 to our Annual Report will state that given our omission of (i) the entire management report on internal control over financial reporting required by Item 308T of Regulation S-K and (ii) complete disclosure required by Item 308(c) of Regulation S-K, we have concluded that our disclosure controls and procedures were not effective. Accordingly, our proposed amendment contains the following:

  Evaluation of Disclosure Controls and Procedures

  As of the end of the period reported in our Original Filing, the Company’s management evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, we determined that our disclosure controls and procedures per Item 307 of Regulation S-K had a material weakness. In connection with the preparation and filing of our Original Filing, we inadvertently failed to disclose the information required by Item 308T of Regulation S-K regarding management’s annual report on internal controls over financial reporting and complete disclosure required by Item 308(c) of Regulation S-K. Accordingly, we determined that our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended. Our plan to remediate the foregoing is to closely monitor and stay abreast of changes and modifications that impact the Company’s reporting obligations and respond accordingly in order to fulfill our obligations in the future.

Section 906 Certifications

2.       In response to staff’s comment, we have revised our Section 906 Certifications as appropriate.

Form 10-Q for the Quarter Ended June 30, 2008 (filed on August 5, 2008) and
Form 10-Q for the Quarter Ended September 30, 2008 (filed on November 7, 2008)

Item 3. Controls and Procedures

3.       In response to staff’s comment, our proposed Amendment No. 1 to both of our Quarterly Reports will state that we have concluded that our disclosure controls and procedures were not effective as follows:

  ITEM 4T.   CONTROLS AND PROCEDURES.

  Evaluation of Disclosure Controls and Procedures

  As of the end of the period reported in our Original Filing, the Company’s management evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, we determined that our disclosure controls and procedures per Item 307 of Regulation S-K had a material weakness. In connection with the preparation and filing of our Quarterly Report, we inadvertently (i) stated that we evaluated our disclosure controls and procedures within 90 days prior to filing, instead of as of the end of the period covered by the report, (ii) stated that such controls and procedures were “adequate”, rather than “effective”, and (iii) did not provide complete disclosure of changes in our internal controls for the period required by Item 308(c) of Regulation S-K. Based upon the foregoing, we determined that our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended. Our plan to remediate the foregoing is to closely monitor and stay abreast of changes and modifications that impact the Company’s reporting obligations and respond accordingly.

2

  Changes in Internal Controls

  During the period covered by this report, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal control over financial reporting.

                Our counsel will contact you to discuss the above responses prior to filing the amendments which we would like to file as soon as possible.

  Very truly yours,
Bernard Zimmerman,
President, Chief Executive
Officer and Chief Financial
Officer



Enclosures:

  1. Proposed Form 10-KSB/A for the fiscal year ended March 31, 2008
2. Proposed Form 10-Q/A for the quarter ended June 30, 2008
3. Proposed Form 10-Q/A for the quarter ended September 30, 2008

Cc:   Duane L. Berlin, Esq.
Lev & Berlin, P.C.
200 Connecticut Ave.
Norwalk, CT 06854
dberlin@levberlin.com
(office phone) (203) 838-8500
(fax) (203) 854-1652

3

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

FORM 10-KSB/A
(Amendment No. 1)

(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, 2008  
     
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 or a smaller reporting company.  Large accelerated filer |_|     Accelerated filer |_|     Non-accelerated filer |_|
     Smaller Reporting company |X|

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

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 ended March 31, 2008: $73,000

As of May 22, 2008, the aggregate market value of the issuer's common stock held by non-affiliates of the issuer was approximately $808,860.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's Common Stock, as of May 22, 2008, was: 1,561,022.

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






2

FCCC, INC.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2008 (the “Original Filing”). The Registrant is filing this Amendment in response to comments received from SEC staff by letters dated December 30, 2008 and January 23, 2009. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment and apply to this Amendment and the Original Filing, as amended.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.

—————

1.       The following replaces the text set forth below the heading Item 8A Controls and Procedures on Page 17 of the Company’s Annual Report:

Report of Management on Internal Controls Over Financial Reporting

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

The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls – Integrated Framework.

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

During the Company’s fourth fiscal quarter and during the fiscal year ended March 31, 2008, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3

2.       The following text is added below the Report of Management on Internal Controls Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Subsequent to the filing date of our Original Filing, the Company’s management evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, we determined that our disclosure controls and procedures per Item 307 of Regulation S-K had a material weakness. In connection with the preparation and filing of our Original Filing, we inadvertently failed to disclose the information required by Item 308T of Regulation S-K regarding management’s annual report on internal control over financial reporting and complete disclosure required by Item 308(c) of Regulation S-K. Accordingly, we determined that our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended. Our plan to remediate the foregoing is to closely monitor and stay abreast of changes and modifications that impact the Company’s reporting obligations and respond accordingly.



SIGNATURES

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

  FCCC, INC.
 
  Dated: January __, 2009 By:  
       
  Name: Bernard Zimmerman
  Title: President, Chief Executive Officer and
Chief Financial Officer



EXHIBIT INDEX

  Exhibit No.   Description
       
  31.1   Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
  32.1   Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

4

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. Section 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Zimmerman, certify that:

  1.   I have reviewed this Amendment No. 1 to the Annual Report for the fiscal year ended March 31, 2008 on Form 10-KSB of FCCC, Inc. (the “Annual Report”);

  2.   Based on my knowledge, this Amendment No. 1 and the Annual Report, as amended, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3.   Based on my knowledge, the financial statements, and other financial information included in this Amendment No 1. and the Annual Report, as amended, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

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

    a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d.   Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5

  5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):  

    a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

    b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January __, 2009  
     
Bernard Zimmerman
President, Chief Executive Officer and
Chief Financial Officer

6

Exhibit 32.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officers of FCCC, Inc. hereby certify that (a) FCCC Inc’s Amendment No. 1 to its Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008, as filed with the Securities and Exchange Commission (the “Annual Report”), and the Annual Report, as amended, fully comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (b) information contained in this Amendment and the Annual Report, as amended, fairly present, in all material respects, the financial condition and results of operations of FCCC, Inc..


Date: January __, 2009  
     
Bernard Zimmerman
President, Chief Executive Officer and
Chief Financial Officer

7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)  
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934		  
     
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008  
     
OR  
     
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934		  
     
For the transition period from _______________ to _______________  
     
Commission File number: 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)  

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

Indicate by check whether the registrant (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 |_|

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

The number of shares outstanding of the issuer's Common Stock, as of July 31, 2008, was: 1,561,022

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



EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2008 (the “Original Filing”). The Registrant is filing this Amendment is in response to comments received from SEC staff by letters dated December 30, 2008 and January 23, 2009. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment and apply to this filing and the Original Filing, as amended.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.

—————

1.       The following text has been added:

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

2.       The following replaces the section entitled “Item 3 Controls and Procedures”:

ITEM 4T.   CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Subsequent to the filing date of our Original Filing, the Company’s management evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, we determined that our disclosure controls and procedures per Item 307 of Regulation S-K had a material weakness. In connection with the preparation and filing of our Quarterly Report, we inadvertently (i) stated that we evaluated our disclosure controls and procedures within 90 days prior to filing, instead of as of the end of the period covered by the report, (ii) stated that such controls and procedures were “adequate”, rather than “effective”, and (iii) did not provide complete disclosure of changes in our internal controls for the period required by Item 308(c) of Regulation S-K. Based upon the foregoing, we determined that our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended. Our plan to remediate the foregoing is to closely monitor and stay abreast of changes and modifications that impact the Company’s reporting obligations and respond accordingly.

Changes in Internal Controls

During the period covered by this report, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.

2

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:  
       
  Dated: January __, 2009 Name: Bernard Zimmerman
  Title: President, Chief Executive Officer and
Chief Financial Officer


EXHIBIT INDEX

  Exhibit No.   Description
 
 
  31.1   Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1   Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. Section 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Zimmerman, certify that:

  1.   I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of FCCC, Inc. for the fiscal quarter ended June 30, 2008 (the “Quarterly Report”);

  2.   Based on my knowledge, this Amendment and the Quarterly Report, as amended, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment and the Quarterly Report, as amended;

  3.   Based on my knowledge, the financial statements, and other financial information included in this Amendment and the Quarterly Report, as amended, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Amendment and Quarterly Report, as amended;

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

    a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b.   Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4

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

    a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

    b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.



          Date: January __, 2009  
   
 
Bernard Zimmerman
President, Chief Executive Officer and
Chief Financial Officer

5

Exhibit 32.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officers of FCCC, Inc. hereby certify that (a) FCCC. Inc’s Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 (the “Quarterly Report”) and the Quarterly Report, as amended, as filed with the Securities and Exchange Commission, fully comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (b) information contained in the report fairly presents, in all material respects, the financial condition and results of operations of FCCC, Inc.



          Date: January __, 2009  
   
 
Bernard Zimmerman
President, Chief Executive Officer and
Chief Financial Officer


6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)  
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934		  
     
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008  
     
OR  
     
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934		  
     
For the transition period from _______________ to _______________  
     
Commission File number: 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)  

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

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X|   No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" I Rule 12B-2 of the Exchange Act. (Check one)
Larger accelerated filer   |_| Accelerated filer   |_| Non-accelerated filer   |_| Smaller reporting company   |X|

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

The number of shares outstanding of the issuer's Common Stock, as of October 31, 2008, was: 1,561,022



EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2008 (the “Original Filing”). The Registrant is filing this Amendment is in response to comments received from SEC staff by letters dated December 30, 2008 and January 23, 2009. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment and apply to this filing and the Original Filing, as amended.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.

—————

1.       The following text has been added:

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

2.       The following replaces the section entitled “Item 3 Controls and Procedures”:

ITEM 4T.   CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Subsequent to the filing date of our Original Filing, the Company’s management evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, we determined that our disclosure controls and procedures per Item 307 of Regulation S-K had a material weakness. In connection with the preparation and filing of our Quarterly Report, we inadvertently (i) stated that we evaluated our disclosure controls and procedures within 90 days prior to filing, instead of as of the end of the period covered by the report, (ii) stated that such controls and procedures were “adequate”, rather than “effective”, and (iii) did not provide complete disclosure of changes in our internal controls for the period required by Item 308(c) of Regulation S-K. Based upon the foregoing, we determined that our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended. Our plan to remediate the foregoing is to closely monitor and stay abreast of changes and modifications that impact the Company’s reporting obligations and respond accordingly.

2

Changes in Internal Controls

During the period covered by this report, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.



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:  
       
  Dated: January __, 2009 Name: Bernard Zimmerman
  Title: President, Chief Executive Officer and
Chief Financial Officer



EXHIBIT INDEX

  Exhibit No.   Description
 
 
  31.1   Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1   Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. Section 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Zimmerman, certify that:

  1.   I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of FCCC, Inc. for the fiscal quarter ended September 30, 2008 (the “Quarterly Report”);

  2.   Based on my knowledge, this Amendment and the Quarterly Report, as amended, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment and the Quarterly Report, as amended;

  3.   Based on my knowledge, the financial statements, and other financial information included in this Amendment and the Quarterly Report, as amended, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Amendment and Quarterly Report, as amended;

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

    a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b.   Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

4

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

    a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

    b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



          Date: January __, 2009  
   
 
Bernard Zimmerman
President, Chief Executive Officer and
Principal Financial Officer

5

Exhibit 32.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officers of FCCC, Inc. hereby certify that (a) FCCC Inc’s Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 (the “Quarterly Report”) and the Quarterly Report, as amended, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (b) information contained in the report fairly presents, in all material respects, the financial condition and results of operations of FCCC, Inc.



          Date: January __, 2009  
   
 
Bernard Zimmerman
President, Chief Executive Officer and
Chief Financial Officer

6
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