UNITEDSTATES
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: September 30,December 31, 2014
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
FCCC, INC. |
(Exact Name of Registrant as Specified in Its Charter) |
Connecticut |
| |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3502 Woodview Avenue, STE 200, Indianapolis, Indiana | 46268 | |
(Address of Principal Executive Offices) | (Zip Code) |
(317) 860-8210 |
(Registrant’s Telephone Number, Including Area Code) |
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 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-TST (§ 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 ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratednonaccelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-212b2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
| ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b2 of the Exchange Act). Yes x No ¨
As of November 10, 2014,January 30, 2015, the registrant had 3,461,022 shares of common stock issued and outstanding.
FCCC, INC.
FORM 10-Q
Index
PART I. FINANCIAL INFORMATION
PARTII.OTHERINFORMATION
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described under the heading “Risk Factors” included in our annual report on Form 10-K for the fiscal year ended March 31, 2014 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. We undertake 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 us in this report and in our other reports filed with the Commission that advise interested parties of the risks and factors that may affect our business.
PART I. FINANCIAL INFORMATION
ITEM1.CONDENSEDFINANCIALSTATEMENTS
FCCC,INC. CONDENSEDBALANCESHEETS (Dollars in thousands, except share data)
See notes to condensed financial statements
FCCC, INC. CONDENSEDSTATEMENTSOF (Unaudited) (Dollars in
(a) Less than $1,000
See notes to condensed financial statements
FCCC, INC. CONDENSEDSTATEMENTSOFCASHFLOWS (Unaudited) (Dollars in thousands)
See notes to condensed financial statements FCCC,INC. CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE (Unaudited) (Dollars in thousands)
FCCC, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTEA – BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of FCCC, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article
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, 2015 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.
NOTE B – RELATED PARTY TRANSACTIONS
Employees and Consultants
On July 11, 2014, the Company entered into a consulting agreement with Bernard Zimmerman. Pursuant to the agreement, Mr. Zimmerman agreed to consult with the Company regarding the prior activities of the Company, acquisition and reverse merger or other corporate opportunities. Mr. Zimmerman
NOTE C – EARNINGS PER SHARE
Earnings Per Common Share:
The Company follows FASB ASC 260, EarningsPer 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
NOTE D – STOCKHOLDERS’ EQUITY
On June 27, 2014, the Company entered into a Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares of common stock for aggregate cash consideration equal to $380,000. The shares represent approximately 54.9% of the issued and outstanding shares of the Company’s common stock. The transaction closed on July 11, 2014.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
FORWARD-LOOKING STATEMENTS
The following discussion may contain
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
We have limited operations and are 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, we do 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 continue to incur a loss of between
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’s 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, our operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial
On June 27, 2014, we entered into a Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus, pursuant to which we agreed to sell to these purchasers an aggregate of 1,900,000 shares of common stock for $380,000. The shares represent approximately 54.9% of the issued and outstanding shares of our common stock as of the date of sale. This sale closed on July 11, 2014. Opportunities may come to our attention from various sources, including our management, our stockholders, professional advisors, securities
We have not restricted our search to any particular business, industry, or geographical location. In evaluating a potential transaction, we analyze 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 we may participate. Specific business opportunities would be reviewed as well as our respective needs and desires and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, we 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, we 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 our company with other business organizations and there is no assurance that we would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of our company following reorganization or other financial transaction. As part of such a transaction, some or all of our existing directors may resign and new directors may be appointed. Our 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.
We may also be subject to increased governmental regulation following a
We expect to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.
RECENT DEVELOPMENTS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
During the
LIQUIDITY AND CAPITAL RESOURCES
Stockholders’ equity as of
Net cash used in operating activities was
We had cash on hand at
We do 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 our board of directors. At this time we have no plans to pay any cash distributions or dividends in the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and 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, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (who are the same individual), the effectiveness of our disclosure controls and procedures (as defined in Rules
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended
PART II. OTHER INFORMATION
ITEM1.LEGALPROCEEDINGS
We are not currently subject to any material legal proceedings. From time to time, we may be named as a defendant in legal actions or otherwise be subject to claims arising from our 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
There have been no material changes in our risk factors from those disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2014.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS
The exhibits filed as part of the Quarterly Report on Form 10-Q are listed in the Exhibit Index immediately following the signatures to this report.
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.
EXHIBIT INDEX
14 |