UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x

For the Fiscal Year Ended March 31, 2016

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

(317) 860-8213(812) 933-8888

(Registrant'sRegistrant’s telephone number, including area code)

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x ☒     No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, (as definedor 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).Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐     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 aggregate market value of the common stock held by non-affiliates as of September 30, 2015,2020, the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter, was approximately $333,184$466,745 based on the price at which the registrant'sregistrant’s common stock was last sold as of the same date.

FCCC, INC.
ANNUAL REPORT ON FORM 10-K

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This annual report on Form 10-K and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, "forward-looking"“forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "believe," "estimate," "expect," "future," "intend"“anticipate,” “believe,” “expect,” “future,” “intend”, "likely," "may," "plan," "seek," "will"“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.

FCCC, Inc. (OTC.QB "FCIC"(OTCQB “FCIC”) was incorporated under the laws of the State of Connecticut on May 6, 1960 under the name The First Connecticut Small Business Investment Company. The Company changed its name to The First Connecticut Capital Corporation on January 27, 1993, and then to FCCC, Inc. on June 4, 2003. The Company maintains its principal executive offices at 3502 Woodview Avenue, Suite 200, Indianapolis,1650 West 106^th Street, Carmel, Indiana, 46203, Telephone Number 317-860-8213. FCCC317-441-4563. The Company is authorized to issue 22,000,000 shares of common stock, no par value. The Company had 3,461,022 shares of common stock issued and outstanding at March 31, 2016.2021.

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

Current Business

Since June 2003, the Company'sCompany’s operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period we do not expect to achieve sufficient income to offset our operating expenses, resulting in operating losses that may require us to use and thereby reduce our limited cash balance. Until we complete a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, we expect to incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $10,000$12,000 to $12,000$15,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return. At this time, the Company has no binding arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which it may become an operating company.

Opportunities may come to FCCC'sthe Company’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, FCCCthe Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities for it. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

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

It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of FCCCthe Company 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 FCCCthe Company following reorganization or other financial transaction. As part of such a transaction, some or all of FCCC'sthe Company’s existing directors may resign and new directors may be appointed. The Company'sCompany’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.

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The Company may also be subject to increased governmental regulation following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.

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

The payment of any cash distributions is subject to the discretion of the Company'sCompany’s Board of Directors. At this time the Company has no plans to pay any additional cash distributions in the foreseeable future.

Competition

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

Employees and Consultants

The Company currently has twothree executive officers. Frederick FarrarFnu Oudom serves as Chairman and President. Huijun He serves as Chief Executive Officer and Vice Presdient. Caren D. Currier serves as Chief Financial Officer. Daniel R. Loftus serves as Secretary.

ManagementThe Company has no employees and management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCCthe Company will have any full-time or other employees, except as may be the result of completing a transaction.

Available Information

Members of the public may read and copy any materials we file with the SEC at its Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330.SEC. The SEC maintains a website that contains reports and information statements and other information about us and other issuers that file electronically at http://www.sec.gov.

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Item 1A. Risk Factors.

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

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties.

None.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

PART II

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

Price RangeOn July 8, 2021, the closing price per share of Common Stockour common stock, as reported on the OTCQB, was $0.90 As of the same date, our common stock was held by 517 shareholders of record.

The Company'sCompany’s common stock is quoted and traded on the OTCQB, administered by OTC Markets Group, LLC and the bid and ask prices of the Company's stock are quoted under the symbol "FCIC." The Company declared“FCIC.” There is no dividends in fiscal years ended March 31, 2016“established trading market” for our shares of common stock and, 2015. despite eligibility for quotation, no assurance can be given that any market for our common stock will develop or be maintained.

The following are the low and high bid prices for the Company'sCompany’s common stock during each quarter of the fiscal years ended March 31, 20162021 and 20152020 as quoted on the OTCQB. The information shown below was obtained from OTC Markets Group, LLC. All prices reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

On June 16, 2016, the closing price per share of our common stock, as reported on the OTCQB, was $0.16. As of the same date, our common stock was held by 584 shareholders of record.

Transfer Agent

The transfer agent offor the Company'sCompany’s common stock is Computershare.

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

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

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

We havedid not repurchasedrepurchase any shares of our common stock during the fiscal yearsquarter ended March 31, 2016 and 2015.2021.

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Item 6. Reserved.

Item 6. Selected Financial Data.Reserved.

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

Item 7. Management'sManagement’s Discussion Andand Analysis Ofof Financial Condition Andand Results Ofof Operations.

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

General

The Company has limited operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, resulting in operating losses that may require the Company to use and thereby reduce its cash balance. For further information on the Company'sCompany’s plan of operation and business, see Item I, Current Business. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur a loss of between $15,000 to $18,000 for the first quarter and thereafter of between $10,000$12,000 to $12,000$15,000 per quarter. The increase in first quarter expenses relates to a Company audit and tax return.

Results of Operations and Financial Condition

During the year ended March 31, 2016,2021, the Company had a loss from operations of $44,000.$62,000. The loss is attributable to the operating, administrative and legal expenses incurred during the year. During the year ended March 31, 2015,2020, the loss from operations was $72,000.

$54,000. The decreaseincrease in the loss for the year ended March 31, 20162021 is attributable to:

(A) A decreaseto increases in legal, operating and administrative expenses of $28,000 in the year ended March 31, 2016. This decrease is primarily due to completion of the additional legal and accounting expenses expended with respect to the Purchase Agreement in the year ended March 31, 2015, which included an increase of $12,000 in consulting fees payable under the consulting agreement entered into in conjunction with the Securities Purchase Agreement and the newly enacted OTCQB listing fee of $7,500.expenses.

(B) Taxes paid in the years ended March 31, 2016 and 2015 were $-0- in both years.

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Liquidity and Capital Resources

Stockholders'Stockholders’ equity (deficit) as of March 31, 20162021 was $292,000($1,000), as compared to $336,00061,000 at March 31, 2015.2020. The decrease is attributable to the operating loss incurred in 2016.2021.

The Company had cash on hand at March 31, 20162021 of $293,000$66,000, as compared to $337,000$63,000 at March 31, 2015.2020. The decreaseincrease in cash on hand is attributable operating loss incurred in 2016.to proceeds from the sale and issuance of a convertible note.

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

The payment of any cash distribution or dividend is subject to the discretion of the Company'sCompany’s Board of Directors. At this time the Company has no plans to pay any cash distributions or dividends in the foreseeable future.

Off-Balance Sheet Arrangements

None.

Recently Issued Accounting Standards

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

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

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

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Item 8. Financial Statements.

FCCC, INC.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

FCCC, Inc.INC.

Indianapolis, IndianaIrvine, California

Opinion on the Financial Statements

We have audited the accompanying balance sheetsheets of FCCC, Inc.INC. (the "Company"“Company”) as of March 31, 20162021 and 2020 and the related statements of operations, changes in stockholders'stockholders’ equity and cash flows for the yearyears then ended. ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2021 and 2020, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits we are required to obtain an understanding 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'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

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

In our opinion,Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that: (1) relate to accounts or disclosures that are material respects,to the financial position of FCCC, Inc., as of March 31, 2016,statements and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Somerset CPAs, P.C.

Somerset CPAs, P.C. 

Indianapolis, Indiana 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Indianapolis, Indiana(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We have auditedserved as the accompanying balance sheet of FCCC, Inc. (the "Company") as of March 31, 2015, and the related statements of operations, changes in stockholders' equity and cash flows for the year 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 audit.Company’s auditor since 2015.

We conducted our audit 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 audit provides a reasonable basis for our opinion./s/ Somerset CPAs, P.C.

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, 2015, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.Indianapolis, Indiana

July 12, 2021

/s/ Marcum LLP
Marcum LLP

Providence, Rhode Island

June 30, 2015

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FCCC, INC.

BALANCE SHEETS
MARCH 31, 20162021 AND 20152020
(Dollars in thousands, except share data)

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

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FCCC, INC.

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 20162021 AND 20152020

(Dollars in thousands, except share data)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2021 AND 2020
(Dollars in thousands, except share data)

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

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FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 2016 AND 2015
(Dollars in thousands, except share data)

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

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FCCC, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 20162021 AND 20152020
(Dollars in thousands)

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

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FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

The accompanying financial statements of FCCC, Inc. (the Company)“Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP)(“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

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.

Concentration of Credit Risk:

The Company maintains cash balances at a financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC)(“FDIC”) up to $250,000 at such institution. At various times throughout the year, cash balances may exceed FDIC limits. At March 31, 20162021, the amount uninsured was $43,000.$0.

Estimates:

The preparation of financial statements in conformity with U.S. generally accepted accounting principlesUS GAAP requires management to make estimates and assumptions that affect certainthe reported amounts of assets and disclosures. Accordingly, actualliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Dividends:

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

Income Taxes:

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, ("ASC"(“ASC”), 740 (Income Taxes)“Income Taxes”. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.

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

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FCCC, INC.

NOTES TO FINANCIAL STATEMENTS

FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2016

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

Advertising:

The Company expenses advertising costs as incurred. Advertising expense included in operating expenses was $0 and $0 for the years ended March 31, 2016 and 2015 respectively.

Earnings Per Common Share:

The Company follows FASB ASC 260. Basic Earnings Per Share ("EPS)(“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:

Revenue and Cost Recognition:

Not applicable.

Common Stock Warrants:

None outstanding.

Recently Issued Accounting Pronouncements:

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

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FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2016

NOTE 2 - FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

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

Fair Value of Financial Instruments:

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

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

The Company leased office space on a month-to-month basis at a rate of $500 per month. Rent expense totaled $2,500 for the year ended March 31, 2015. The month-to-month tenancy was cancelled in August, 2014.

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

NOTE 4 - INCOME TAXES:

The Company'sCompany’s deferred tax asset relates to net operating losses that may be carried forward to future years. At March 31, 2016,2021, the Company has available net operating losses of $401,366approximately $657,000 and $515,867$807,000 for federal and state income taxes, respectively, that expire from 2019 to 2036. For the years ended March 31, 2016 and 2015, $0 in federal net operating losses have expired, respectively. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused.not be utilized. Accordingly, the potential tax benefits of the loss carry-forward are offset by a valuation allowance of the same amount. The Company'sCompany’s increase in valuation allowance of $18,059 and $29,703$8,485 during the yearsyear ended March 31,2016 and 2015, respectively, were31, 2021 was recorded to offset the deferred tax benefit of the Company'sCompany’s tax lossesloss for those years.the year. The Company’s increase in valuation allowance of $7,124 during the year ended March 31, 2020 was recorded to offset the deferred tax benefit of the Company’s tax loss for the year.

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FCCC, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2016

The Company'sCompany’s deferred tax asset and valuation allowance as of March 31, 20162021 and 20152020 were as follows:

The Company'sCompany’s provision for federal and state income taxes for the years ended March 31, 20162021 and 20152020 consisted of the following:

The Company'sCompany’s effective tax rate differed from the federal statutory income tax rate for the years ended March 31, 20162021 and 20152020 as follows:

As of March 31, 20162021 and 2015,2020, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. The Company'sCompany’s income tax returns are subject to examination by the appropriate taxing jurisdictions. As of March 31, 2016,2021, the Company'sCompany’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.

NOTE 5 -– CONVERTIBLE NOTE PAYABLE:

On September 21, 2020, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold to Frederick L. Farrar, a former executive officer, director and significant stockholder of the Company, a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes. As of March 31, 2021, the principal and interest due under the Note totaled $67,000.

NOTE 6 – COMMON STOCK:

The Company'sCompany’s capital structure consists of 22,000,000 shares of authorized common stock with no par value and 3,461,022 shares were issued and outstanding at both March 31, 20162021 and 2015.2020. There were no changes to the Company'sCompany’s capital structure during the yearyears ended March 31, 2016. During the year ended March 31, 2015,2021 and 2020.

FCCC, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 7 – RELATED PARTY TRANSACTIONS:

On September 21, 2020, the Company entered into a SecuritiesNote Purchase Agreement, with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus, pursuant to which the Company agreedissued and sold to sellFrederick L. Farrar a Convertible Promissory Note in the principal amount of $65,000 in exchange for a loan of the same amount. See Note 5 – Convertible Note Payable.

NOTE 8 – SUBSEQUENT EVENTS:

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to these purchasers an aggregate ofthe date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below:

On April 26, 2021, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated April 26, 2021, by and among Huijun He and American Public Investment Co. (collectively, the “Buyers”), and Frederick L. Farrar, Chafre, LLC, Frederick J Merritt, LFM Investments, Inc. and Daniel R. Loftus (collectively the “Sellers”) pursuant to which the Buyers acquired 1,900,000 shares of the Company’s common stock for aggregate cash consideration equalfrom the Sellers. As conditions to $380,000. The shares represented approximately 54.9%the Stock Purchase Agreement, the Company entered into the Subscription Agreement described below. As a result of the issued and outstanding sharespurchases by the Buyers pursuant to the Stock Purchase Agreement, a change in control of our common stockthe Company occurred as of the date of sale. This sale closed on July 11, 2014.consummation of such transaction.

On April 26, 2021, the Company also entered into an agreement to issue and sell 695,652 shares (the “New Shares”) of the Company’s common stock, no par value, to Huijun He, the Company’s Chief Executive Officer Vice President, and a Director, for a price of $159,999.96, or $0.23 per share (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, the sale of the New Shares will take place on or before July 25, 2021, which is the 90^th day after the execution of the Subscription Agreement.

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer who is also the Principaland Chief Financial Officer, after evaluating the effectiveness of our "disclosure“disclosure controls and procedures"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"“Evaluation Date”), concluded that our disclosure controls and procedures were effective and designed to ensure that material information relating to the Company is accumulated and would be made known to them by others as appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report of Management's on Internal Controls and ProceduresControl over Financial Reporting

The Company'sCompany’s management is responsible for establishing and maintaining adequate internal controlscontrol over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal controlscontrol over financial reporting is a process designed by, or under the supervision of, the Company'sCompany’s Chief Executive Officer who is also the Company's Principaland Chief Financial Officer, to provide reasonable assurance to the Company'sCompany’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"(“GAAP”). Internal controlscontrol 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'sCompany’s transactions and dispositions of the Company'sCompany’s assets; (2) provide reasonable assurances that the Company'sCompany’s transactions are recorded as necessary to permit preparation of the Company'sCompany’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company'sCompany’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company'sCompany’s assets that could have a material effect on the Company'sCompany’s financial statements.

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

The Company'sCompany’s management assessed the effectiveness of the Company'sCompany’s internal controlscontrol over financial reporting as of March 31, 20162021, and concluded that such internal controls arewere effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal ControlsControl – Integrated 1992 Framework.Framework (2013).

This annual report does not include an attestation report of the Company'sCompany’s registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by the Company'sCompany’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management'smanagement’s report in this annual report.

During the Company'sCompany’s fourth fiscal quarter ended March 31, 2016,2021, there werewas no changeschange in the Company'sCompany’s internal controlscontrol over financial reporting that havehas materially affected, or areis reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.

Item 9B. Other Information.

None.

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Item 10. Directors, Executive Officers and Corporate Governance.

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

Frederick L. FarrarMr. Oudom has served as Chairman, President, and Director of the Company Since April 2021. From 2014 to 2016, Mr. Oudom served as Yongyong representative of the Republic of Tuvalu to the United Nations Economic and Social Council for Asia and the Pacific, and Yongyong representative of the Republic of Vanuatu to the United Nations Economic and Social Council for Asia-Pacific from April 2018 to June 2020. Since 2015, Mr. Oudom has served as Chairman of Times Chain Group. From 1989 to 1995, Mr. Oudom studied as a postgraduate at the Institute of Political Science and Law at the French Academy of Social Sciences and served as a visiting professor at Taiwan Mingdao University in 2014. Mr. Oudom received his bachelor’s degree in Philosophy from Sichan University.

Mr. He has served as Chief Executive Officer Principal Financial Officerand Vice President of the Company since April 2021 and as a Director of the Company since July 2014. Previously, heMay 2021. Since February 2019, Mr. He has served as Executive Vice Presidentthe chief executive officer of China Liaoning Dingxu Ecological Agriculture Development, Inc., and in June 2016, Mr. He founded and served as president of Romada Realty Inc., a real estate development company. Prior to 1996, Mr. He previously served as the general manager of China Nonferrous Metal Equipment Zhuhai Company, a large domestic state-owned enterprise import and export company, and the general manager of a U.S. import and export company. As a seasoned entrepreneur and corporate level executive, Mr. He brings his vast management experience to the company. Mr. He received his bachelor’s degree from Wuhan Huazhong Institute of Technology, Mechanical Manufacturing.

Ms. Currier has served as Chief Financial Officer of Klipsch Group, Inc., from 1990 to 2013. Mr. Farrar also served on its board of directors from 2002 until it was acquired by Voxx International (NASDAQ: VOXX) in March of 2011. After the acquisition, Mr. Farrar continued to serve as Executive Vice President and Chief Financial Officer of Klipsch Group, Inc. until 2014. Mr. Farrar is a founder and served as President and Chief Operating Officer of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Healthcare REIT, Inc. (NYSE:HCN), he served as Executive Vice President from 2006 to 2010. Other roles include President and Chief Financial Officer of Trading Company of America, LTD, a private company that operated retail jewelry locations under the business name "The Shane Company", from 1992 to 1997; Chief Financial Officer of National Guest Homes Inc., a developer and operator of assisted living facilities, from 1990 to 1996; and Chief Financial Officer of Hospital Affiliates Development Corporation, a fee-based developer of hospitals and other medical facilities from 1990 through 2002. Prior to 1990, Mr. Farrar had an initial 10 year career as a fee-based financial advisor. Mr. Farrar is President and founder of Chafre LLC, a private investment-focused company that became a significant stockholder of the Company after the Change in Control, among other private entities. Mr. Farrar received a B.A. from St. Lawrence University in 1978 and a law degree from Syracuse University in 1980.

Daniel R. Loftussince April 2021. Since August 2020, Ms. Currier has served as Secretarythe chief financial officer of One World Universe Inc., an OTC company. Since April 2016, Ms. Currier has served as accounting manager for Synergis Development Company, and from October 2014 to August 2017, she served as the controller and chief financial officer of Salemark Holding Company, an OTC company. Ms. Currier received her Associates Business Degree from Mount San Antonio College.

Mopohku Sompong has served as a directorDirector of the Company since July 2014.May 2021. From May 2021 to present, Mr. Loftus previously served as Executive Vice President, Secretary and General Counsel of Windrose Medical Properties Trust (NYSE:WRS) from 2002 to 2006. After its merger with Health Care REIT, Inc. (NYSE:HCN), he served as Senior Vice President from 2006 to December 2013. Other roles include Executive Vice President and Chief Counsel of MT Communications, Inc., a private company operating a television station, from 1994 to 1996; and Chief Manager of Emmaus Ventures, a private investment-focused company during 2000. Mr. LoftusSompong has been engagedhouse counsel at Tai Xi Co., Ltd., and from March 2019 to June 2020, as an associate at Decha & Co Limited. From February 2019 to November 2019, Mr. Sompong was a manager at Tonglian Exchange Co., Ltd. and from May 2017 to October 2019, as internal coordinator at IPMTV and GOBATV. Mr. Sompong received his BLA in the practice of law since 1976 with several law firms locatedBusiness Management and in Nashville, Tennessee. Mr. Loftus received a B.A.U.S. and International Law from Wabash College in 1972Hangdong Global University, and a law degreehis LLM from VanderbiltRegent University, in 1975.and JD from Handong International Law School.

Fred J. MerrittTsun-Cheng (Mark) Lin has served as a directorDirector of the Company since July 2014. He has served as president and sole shareholder of LFM Investments, Inc. ("LFM") since its formation in 1999. LFM has been active inMay 2021. From 2013 to present, Mr. Lin is the acquisition, ownership and management of companies engaged in various industries including manufacturing, electronics, bio-tech, printing, construction, finance, parking and staffing. Mr. Merritt has also served as chief executive officer, president,senior vice president of financeThailand Thai Seal Group, and sole shareholder of Riverside Mfg., LLC, a private specialized military supplier focused on wheeled tire vehicles and track vehicles, since 2002. Priorfrom 2000 to 1999,2013, he devoted ten years of his career in the corporate banking industry with a focus on closely held business acquisitions and valuations. Mr. Merritt served as an outside director for Bloomfield State Bankthe vice president of Thailand Lucky Group. Mr. Lin was also the vice president of SEG Group from 20071991 to 2014, where he was a member2000, and the deputy generalmanager of U.S. YC Everygreen Inc. from 1989 through 1990. Mr. Lin graduated from the Bank's auditMechanical Engineering Department of Shude Engineering College, Department of Industrial Engineering, Feng Chia University, and loan committees. Mr. Merritt received a B.S. degreeearned his EMBA from Indiana University in 1989.West Coast University.

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

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Board Leadership Structure

Board Leadership Structure

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

Role of the Board in Risk Oversight

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

Director Independence

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

Committees of the Board

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

Family Relationships

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 5% 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 5% stockholders are required by SEC regulations to furnish FCCC with copies of all Section 16(a) forms they file.

To the best of our knowledge, based solely on review of the copies of such forms furnished to it, or written representations that no other forms were required, FCCC believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than 5% stockholders were complied with during the fiscal year ended March 31, 2016. 

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Audit Committee Financial Expert

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

Code of Ethics

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

Communication to the Board of Directors

You may contact our Board of Directors or any director by mail addressed to the attention of our entire Board or the specific director identified by name or title, at FCCC, Inc., 3502 Woodview Trace,7700 Irvine Centre Dr, Suite 200, Indianapolis, Indiana 46268.800, Irvine CA 92618. All communications will be submitted to our Board or the specified director on a periodic basis.

Item 11. Executive Compensation.

Executive Compensation

For each of the fiscal years ended March 31, 20162021 and March 31, 2015 the Company2020 there was no direct compensation awarded to, earned by or paid by us to any of our executive officers.

Stock Options/SAR Grants

There were no (i) stock option/SARs grants, (ii) aggregated option/SAR exercises or (iii) long-term incentive plan awards in the fiscal years ended March 31, 20162021 and 2015.2020.

Compensation of Directors

CompensationDuring the fiscal year ended March 31, 2021, directors who did not serve as officers of Directors

All directors, other than Mr. Farrar and Mr. Loftus, arethe Company were eligible to receive a fee of $100 for each Board of Directors meeting attended. All such board meetings were held telephonically. The following table identifeid all compensation received by members of the board of directors for that period.

TheSubsequent to the change in control on April 26, 2021, it was determined that current members of the Board as a group received director fees of $500 in total coveringDirectors will not receive compensation for their service, which determination is subject to reevaluation by the fiscal year ended March 31, 2016. All Board meetings were held telephonically.board from time to time.

Director Compensation for the Fiscal Year Ended March 31, 20162021

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

The following table, together with the accompanying footnotes, sets forth information, as of March 31, 2016,July 8, 2021, regarding stock ownership of all persons known by FCCCthe Company to own beneficially more than 5% of the Company'sCompany’s outstanding common stock, and named executive officers, directors, and all directors and officers of FCCCthe Company as a group:group. Unless otherwise indicated below, the mailing address for each such beneficial owner is 7700 Irvine Centre Drive, Suite 800, Irvine CA 92618.

____________________________   

(1) *	Less than 1.0%.
(1)	This table is based upon 3,461,022 shares of common stock issued and outstanding as of July 8, 2021. As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, subject to community property laws where applicable. Accordingly, shares of common stock which an individual or group has a right to acquire within sixty (60) days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Unless otherwise indicated in the footnotes to this table, (a) the listed beneficial owner has sole voting power and investment power with respect to the number of shares shown, and (b) no director or executive officer has pledged as security any shares shown as beneficially owned.
(2)	Includes 400,000All 1,064,000 shares held by Chafre, LLC of which Mr. Farrar is the Managing Member.
(3)	All 500,000 shares are held by LFM Investments, Inc.American Public Investment Co., of which Mr. MerrittOudom owns a 70% ownership interest and serves as its President.
(4) (3)	BasedIncludes (i) 695,652 shares of common stock issuable pursuant to the Private Placement which will take place on or before July 25, 2021, (ii) 290,458 shares of common stock available upon Schedule 13G filed on February 11, 2014 providing data asconversion of December 31, 2013. Includes 79,389a promissory note subject to the Option Agreement, and (iii) 456,000 shares held by Uncle Mills Partners, LLC,American Public Investment Co., of which Ms. CarucciMr. He holds thirty percent (30%) ownership interest.
(4)	Mr. Farrar resigned as Chairman, President, Chief Executive Officer and Principal Financial Officer of the Company effective April 26, 2021 and resigned from all positions with the Board of Directors effective May 14, 2021. Amount shown excludes 290,458 shares of common stock available upon conversion of a promissory note subject to the Option Agreement, which shares are reported in Mr. He’s holdings. Mr. Farrar’s address is 11911 N 133rd Way, Scottsdale, Arizona 85259.
(5)	Based solely on information provided in a Schedule 13D/A (Amendment No. 5) filed with the SEC on October 6, 2017. Mr. Bernard Zimmerman is the Manager.president and sole owner of Bernard Zimmerman & Company, Inc.
(6)	Based solely on information provided in a Schedule 13D/A (Amendment No. 3) filed with the SEC on May 30, 2008. Mr. Martin Cohen is the trustee of principal of the Martin Cohen PS Plan.

Related Party Transactions

On September 21, 2020, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with Frederick L. Farrar, who then served as the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to which the Company issued and sold to Mr. Farrar a Convertible Promissory Note in aggregate principal amount of $65,000 bearing 5.0% interest per annum due and payable in cash on October 31, 2022 (the “Note”). The Note is unsecured and may be prepaid by the Company in whole or in part at any time without penalty or premium, at the option of the Company. Mr. Farrar has the option, on or prior to the maturity date, to convert all (but not less than all) of the principal and accrued but unpaid interest under this Note into the Company’s common stock, no par value, at a conversion price of $0.23 per share.

On April 26, 2021, the Company entered into an agreement to issue and sell 695,652 shares (the “New Shares”) of the Company’s common stock, no par value, to Huijun He, the Company’s Chief Executive Officer Vice President, and a Director, for a price of $159,999.96, or $0.23 per share (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, the sale of the New Shares will take place on or before July 25, 2021, which is the 90^th day after the execution of the Subscription Agreement.

Since the beginning of the fiscal year ended March 31, 2016, we have2021, the Company has not been a party to any other related party transactions.

On July 11, 2014, the Company entered intoDirector Independence

Based upon a consulting agreement with Bernard Zimmerman, the Company's former President, Chief Executive Officer and affiliate of Bernard Zimmerman & Company, Inc. Pursuant to the agreement, Mr. Zimmerman agreed to consult with the Company regarding the prior activitiesreview of the material relationships between our directors and our Company, acquisition and reverse mergerwe have determined that none of our directors are eligible for designation as “independent directors” as defined under the applicable rules of The Nasdaq Stock Market, which we have voluntarily adopted as our standard for director independence. However, this information is provided for disclosure purposes only. Because we do not have shares listed for trading on any securities exchange, our Company is not required to have any independent directors on its Board of Directors, or other corporate opportunities. Mr. Zimmerman was entitled to receive compensation of $2,000 per month. The agreement was set to expire July 11, 2015 and was terminable by either party on 30 days' notice. The consulting agreement provided if the Company terminated the agreement on or prior to January 11, 2015, unless terminated as a result of Mr. Zimmerman's breachany particular committee of the agreement, the Company was to pay Mr. Zimmerman an amount equal to $12,000 reduced by any consulting fees previously paid to Mr. Zimmerman. On December 10, 2014, the Company provided 30 days written notice to Mr. Zimmerman terminating the consulting agreement effective January 11, 2015. Fees paid Mr. Zimmerman for the year ended March 31, 2015 were $12,000. There were no offsets to these fees.Board of Directors.

Item 14. Principal Accountant Fees and Services.

Change in Accountants During 2015

On September 22, 2015, Marcum LLP ("Marcum") ceased serving as our independent auditor. The change was approved by the board of directors. The same day, the Company engaged Somerset CPAs, P.C. ("Somerset"(“Somerset”) has served as itsthe Company’s independent public accountant effective immediately. During the fiscal years ended March 31, 2014 and 2015 and through September 22, 2015, we did not consult with Somerset regarding (1) the application of accounting principles to a specified transaction, (2) the type of audit opinion that might be rendered on our financial statements, (3) written or oral advice provided that would be an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between our company and our predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Marcum's reports on our financial statements for the years ended March 31, 2014 and 2015 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the fiscal years ended March 31, 2014 and 2015 and through September 22, 2015, there were (1) no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum would have caused Marcum to make reference to the subject matter of the disagreement(s) in connection with its reports; and (2) no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

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We previously provided Marcum with a copy of the foregoing disclosure and requested that it furnish us with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of the letter from Marcum was filed with the SEC as an exhibit to our current report on Form 8-K filed September 25,since 2015.

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