UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period
Ended: June 30, 2019
OR
¨ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period
From ____________ to ____________.
Commission file number
001-08589
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FCCC,
INC.
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(Exact Name of
Registrant as Specified in Its Charter)
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Connecticut
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06-0759497
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(State or other
jurisdiction
of incorporation or
organization)
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(I.R.S. Employer
Identification No.)
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1650 West 106
th Street
Carmel, Indiana
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46032
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(Address of principal
executive offices)
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(Zip Code)
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(317)-441-4563
(Registrant’s telephone
number, including area code)
Securities registered pursuant to Section
12(b) of the Act: None
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
x No ¨
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such
files). Yes x No
¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth company
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¨
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If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes x No ¨
As of August 12, 2019, the
registrant had 3,461,022 shares of common stock issued and
outstanding.
FCCC, INC.
FORM 10-Q
Index
SPECIAL NOTE REGARDING
FORWARD-LOOKING INFORMATION
This
quarterly report on Form 10-Q and other publicly available
documents, including the documents incorporated herein by
reference, contain, and our officers and representatives may from
time to time make, “forward-looking” statements within the meaning
of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as: “anticipate,” “believe,” “expect,”
“future,” “likely,” “may,” “plan,” “seek,” “will” and similar
references to future periods actions or results. Examples of
forward-looking statements include our prospects for one or more
future material transactions, potential sources of financing, and
expenses for future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements.
Any
forward-looking statement made by us in this annual report on Form
10-Q is based only on information currently available to us and
speaks only as of the date on which it is made. We undertake no
obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise.
Factors
that could cause or contribute to such differences may include, but
are not limited to, those described under the heading “Risk
Factors” which may be included in the Company’s annual report
on Form 10-K for the fiscal year ended March 31, 2019 as filed with
the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this report. The Company undertakes no
obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise.
Readers are urged to carefully review and consider the various
disclosures made by the Company in this report and in the Company’s
other reports filed with the Commission that advise interested
parties of the risks and factors that may affect the Company’s
business.
PART I. FINANCIAL
INFORMATION
Item 1.
Condensed Financial Statements.
FCCC, INC.
CONDENSED BALANCE
SHEETS
(Dollars in thousands,
except share data)
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June
30,
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March
31,
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2019
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2019 |
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ASSETS
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(Unaudited)
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(Audited) |
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Current Assets:
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Cash and cash equivalents
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$ |
94 |
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$ |
120 |
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Prepaid expense
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12 |
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3 |
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Total current assets
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106 |
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123 |
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TOTAL ASSETS
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$ |
106 |
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$ |
123 |
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LIABILITIESANDSTOCKHOLDERS’EQUITY
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Current liabilities:
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Accounts payable and other
accrued expenses
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$ |
7 |
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$ |
8 |
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Total current
liabilities
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7 |
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8 |
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TOTAL LIABILITIES
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7 |
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8 |
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Stockholders’ equity:
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Common stock, no par value,
22,000,000 shares authorized, 3,461,022 issued and outstanding at
June 30, 2019 and at March 31, 2019
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800 |
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800 |
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Additional paid-in capital
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8,396 |
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8,396 |
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Accumulated deficit
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(9,097 |
) |
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(9,081 |
) |
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|
|
|
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|
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Total stockholders’ equity
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99 |
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115 |
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TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
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$ |
106 |
|
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$ |
123 |
|
See notes to condensed
financial statements
FCCC, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Dollars in thousands,
except share and per share data)
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Three Months Ended June
30,
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2019
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2018
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Income:
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Interest income
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$ |
- |
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$ |
- |
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Total income
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- |
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- |
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Expenses:
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Operating and administrative
expenses
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16 |
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16 |
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|
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|
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Total expenses
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16 |
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16 |
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Loss before income taxes
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(16 |
) |
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(16 |
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Income tax expense
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- |
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- |
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Net Loss
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$ |
(16 |
) |
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$ |
(16 |
) |
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Basic and diluted loss per share
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$ |
(0.005 |
) |
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$ |
(0.005 |
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Weighted average common shares
outstanding
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|
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Basic and diluted
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3,461,022 |
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3,461,022 |
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See notes to condensed
financial statements
FCCC, INC.
CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in
thousands)
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Three Months
Ended
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|
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June 30,
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Cash Flows from Operating
Activities
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2019
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|
2018
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Net loss
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$ |
(16 |
) |
|
$ |
(16 |
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Adjustments to reconcile net
loss to cash used in operating activities
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Changes in assets and
liabilities
|
|
|
|
|
|
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Increase in prepaid
expenses
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(9 |
) |
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(10 |
) |
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Decrease in accounts payable
and accrued expenses
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(1 |
) |
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(13 |
) |
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Net cash used in operating
activities
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(26 |
) |
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(39 |
) |
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Net decrease in cash
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(26 |
) |
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(39 |
) |
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Cash at the beginning of the
period
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120 |
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188 |
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Cash at the end of the
period
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$ |
94 |
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$ |
149 |
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See notes to condensed
financial statements
FCCC, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED
JUNE 30, 2019 (UNAUDITED)
(Dollars in
thousands)
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Common Stock
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Paid-In
|
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Accumulated
|
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|
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|
|
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Shares
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Amount
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Capital
|
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Deficit
|
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Total |
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Balance as of April 1, 2019
|
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3,461,022 |
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$ |
800 |
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$ |
8,396 |
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$ |
(9,081 |
) |
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$ |
115 |
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Net loss
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– |
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– |
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– |
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(16 |
) |
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(16 |
) |
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Balance as of June 30, 2019
|
|
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3,461,022 |
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|
$ |
800 |
|
|
$ |
8,396 |
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|
$ |
(9,097 |
) |
|
$ |
99 |
|
See notes to condensed
financial statements
FCCC, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2019
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited
condensed financial statements of FCCC, Inc. (the “Company”), have
been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for interim
financial information and with the instructions to Form 10-Q and
Regulation S-X, promulgated by the Securities and Exchange
Commission. Accordingly, they do not include all of the information
and notes required by GAAP for complete financial statements.
In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair representation have been
included herein. Operating results are not necessarily indicative
of the results which may be expected for the year ending March 31,
2020 or other future periods. For further information, refer to the
financial statements and notes thereto included in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2019.
NOTE 2 – RELATED PARTY
TRANSACTIONS
None.
NOTE 3 – EARNINGS PER SHARE
The Company follows FASB ASC
260, Earnings Per Share . Basic earnings per share (“EPS”)
is based on the weighted average number of common shares
outstanding for the period, excluding the effects of any
potentially dilutive securities. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue
common stock were exercised or converted. Net income (loss) per
share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding during the period.
Basic and diluted loss per
common share was calculated using the following number of shares
for the three months ended June 30, 2019 and June 30, 2018:
|
|
2019
|
|
2018
|
|
Weighted average number of common shares
outstanding (basic and diluted)
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|
3,461,022
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3,461,022
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Item 2. Management’s Discussion and Analysis of Financial
Conditions and Results of Operations.
FORWARD-LOOKING STATEMENTS
The following discussion may
contain forward-looking statements regarding the Company, its
business prospects and its results of operations that are subject
to certain risks and uncertainties posed by many factors and events
that could cause the Company’s actual business, prospects and
results of operations to differ materially from those that may be
anticipated by such forward-looking statements. The risks and
uncertainties may be summarized in other documents that the Company
may file with the Securities Exchange Commission, such as our
Annual Report on Form 10-K for the year ended March 31, 2019. These
forward-looking statements reflect our view only as of the date of
this report. The Company cannot guarantee future results, levels of
activity, performance, or achievement. The Company does not
undertake any obligation to update or correct any forward-looking
statements.
ANALYSIS OF OPERATIONS AND FINANCIAL
CONDITION
The Company has limited
operations and is actively seeking a merger, reverse merger,
acquisition or business combination opportunities with an operating
business or other financial transaction opportunities. Until a
transaction is effectuated, the Company does not expect to have
significant operations. Accordingly, during this period the Company
does not expect to achieve sufficient income to offset the
Company’s operating expenses, resulting in operating losses that
may require the Company to use and thereby reduce the Company’s
limited cash balance. The Company’s prepaid expenses during the
three-months ended June 30, 2019 increased by $9,000. This increase
was due to the payment of the OTCBB annual listing fee in the
quarter ended June 30, 2019. Until the Company completes a merger,
reverse merger or other financial transaction, and unless interest
rates increase dramatically, the Company expects to continue to
incur losses between $10,000 to $12,000 per quarter. The Company
does not have any arrangements with banks or financial institutions
with respect to the availability of financing in the future.
The payment of any cash
distributions is subject to the discretion of our board of
directors. At this time, the Company has no plans to pay any
additional cash distributions in the foreseeable future.
CURRENT BUSINESS
Since June 2003, the
Company’s operations consist of a search for a merger, acquisition,
reverse merger or a business transaction opportunity with an
operating business or other financial transaction; however, there
can be no assurance that this plan will be successfully
implemented. Until a transaction is effectuated, the Company does
not expect to have significant operations. At this time, the
Company has no arrangements or understandings with respect to any
potential merger, acquisition, reverse merger or business
combination candidate pursuant to which the Company may become an
operating company.
Opportunities may come to
the Company’s attention from various sources, including our
management, our stockholders, professional advisors, securities
broker dealers, venture capitalists and private equity funds,
members of the financial community and others who may present
unsolicited proposals. At this time, the Company has no plans,
understandings, agreements, or commitments with any individual or
entity to act as a finder in regard to any business opportunities.
While it is not currently anticipated that the Company will engage
unaffiliated professional firms specializing in business
acquisitions, reorganizations or other such transactions, such
firms may be retained if such arrangements are deemed to be in the
best interest of the Company. Compensation to a finder or business
acquisition firm may take various forms, including one-time cash
payments, payments involving issuance of securities (including
those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently
unable to predict the cost of utilizing such services.
The Company has not
restricted its search to any particular business, industry, or
geographical location. In evaluating a potential transaction, the
Company analyzes all available factors and make a determination
based on a composite of available facts, without reliance on any
single factor.
It is not possible at this
time to predict the nature of a transaction in which the Company
may participate. Specific business opportunities would be reviewed
as well as the respective needs and desires of the Company and the
legal structure or method deemed by management to be suitable would
be selected. In implementing a structure for a particular
transaction, the Company may become a party to a merger,
consolidation, reorganization, tender offer, joint venture,
license, purchase and sale of assets, or purchase and sale of
stock, or other arrangement the exact nature of which cannot now be
predicted. Additionally, the Company may act directly or indirectly
through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger,
consolidation or reorganization of the Company with other business
organizations and there is no assurance that the Company would be
the surviving entity. In addition, our present management and
stockholders may not have control of a majority of the voting
shares of the Company following reorganization or other financial
transaction. As part of such a transaction, some or all of the
Company’s existing directors may resign and new directors may be
appointed. The Company’s operations following the consummation of a
transaction will be dependent on the nature of the transaction.
There may also be various risks inherent in the transaction, the
nature and magnitude of which cannot be predicted.
The Company may also be
subject to increased governmental regulation following a
transaction; however, it is not possible at this time to predict
the nature or magnitude of such increased regulation, if any.
The Company expects to
continue to incur moderate losses each quarter until a transaction
considered appropriate by management is effectuated.
RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
During the quarter ended
June 30, 2019, the Company had a loss from operations of $16,000.
The loss is attributable to the operational, administrative,
auditing, tax return preparation and legal expenses incurred during
the quarter. During the quarter ended June 30, 2018, the loss from
operations was $16,000. Taxes paid in the quarters ended June 30,
2019 and 2018 were $0 in both quarters.
LIQUIDITY AND CAPITAL RESOURCES
Stockholders’ equity as of
June 30, 2019, was $99,000 as compared to $115,000 at March 31,
2019. The decrease is attributable to the net loss incurred during
the three-month period ended June 30, 2019.
Net cash used in operating
activities was $26,000 during the three months ended June 30, 2019,
compared to net cash used in operating activities of $39,000 in the
three months ended June 30, 2018. The $13,000 decrease in cash used
in operating activities was primarily due to a decrease in expenses
related to legal and other outside professionals.
Cash on hand at June 30,
2019 was $94,000 as compared to $120,000 at March 31, 2019. The
decrease in cash on hand was primarily due to ongoing expenses
related to legal, accounting and other outside professionals.
The Company has no material
off-balance sheet arrangements. There has been no material change
in any contractual obligation as summarized in the Company’s annual
report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk.
Smaller reporting companies
are not required to provide the information required under this
Item.
Item 4. Controls
and Procedures.
Evaluation of Disclosure
Controls and Procedures
As of the end of the period
covered by this Quarterly Report on Form 10-Q, the Company’s
management has evaluated, under the supervision and with the
participation of the Company’s Chief Executive Officer and Chief
Financial Officer (who are the same individual), the effectiveness
of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).
Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the Company’s reports filed
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms and that such
information is accumulated and communicated to the Company’s
management, including the Company’s Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding
required disclosure. Based on this evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective as of
June 30, 2019.
Changes in Internal
Control over Financial Reporting
There were no changes in the
Company’s internal control over financial reporting during the
quarter ended June 30, 2019 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal
control over financial reporting. Management does not believe that
there are significant deficiencies in the design or operation of
the Company’s internal controls that could adversely affect the
Company’s ability to record, process, summarize and report
financial data.
PART II. OTHER
INFORMATION
Item 1. Legal
Proceedings.
The Company is not currently
subject to any material legal proceedings. From time to time, the
Company may be named as a defendant in legal actions or otherwise
be subject to claims arising from the Company’s normal business
activities. Any such actions, even those that lack merit, could
result in the expenditure of significant financial and managerial
resources.
Item 1A. Risk
Factors.
Smaller reporting companies
are not required to provide the information required under this
Item.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item 3.
Defaults Upon Senior Securities.
None.
Item 4. Mine Safety
Disclosures.
Not Applicable.
Item 5. Other
Information.
None.
Item 6. Exhibits.
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. |
|
| |
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|
|
|
Date: August 13, 2019
|
By: |
/s/ Frederick
Farrar |
|
|
|
|
Frederick Farrar |
|
| |
|
Chief Executive Officer and Chief Financial Officer |
|
| |
|
(principal executive and financial officer) |
|
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