FCCC INC Management’s discussion and analysis of financial conditions and results of operations. (Form 10-Q)

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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 numerous factors and events that could cause the Company’s business, outlook and results to differ. actual operating activities of the Company. substantially from those that may be anticipated by such forward-looking statements. The risks and uncertainties may be summarized in other documents which the Company may file with the Securities Exchange Commissionsuch as our annual report on Form 10-K for the fiscal year ended March 31, 2021. These forward-looking statements reflect our views only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance or achievements. The Company assumes no obligation to update or correct any forward-looking statements.

ANALYSIS OF OPERATIONS AND THE FINANCIAL SITUATION

The Company has limited operations and actively pursues merger, reverse merger, acquisition or business combination opportunities with a going concern or other financial transaction opportunities. Until a transaction is completed, the Company does not expect to have any significant activities. Consequently, during this period, the Company does not expect to realize sufficient revenues to offset the Company’s operating expenses, which would result in operating losses that could force the Company to use and thus reduce the Company’s limited cash balance. The prepaid expenses of the Company during the three months ended December 31, 2021 has been adjusted to Fees and Subscriptions at the end of the period. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates rise significantly, the Company expects to continue to incur losses between $62,000 at $80,000 per quarter. The Company has not entered into any agreements with banks or financial institutions regarding the future availability of financing.

The payment of any cash distribution is subject to the discretion of our Board of Directors. The Company does not currently intend to pay any additional cash distributions in the foreseeable future.



CURRENT BUSINESS


Because June 2003, the Company’s transactions consist of seeking a merger, acquisition, reverse merger or business transaction opportunity with an operating business or other financial transaction? however, there can be no assurance that this plan will be successfully implemented. Until a transaction is completed, the Company does not expect to have any significant activities. The Company does not currently have any arrangements or agreements regarding a potential merger, acquisition, reverse merger or business combination pursuant to which the Company may become an operating company.

Opportunities may come to the Company’s attention from a variety of sources, including our management, shareholders, professional advisors, stockbrokers, venture capitalists and private equity funds, members of the financial community and others who may submit unsolicited proposals. The Company currently has no plans, agreements, understandings or commitments with any person or entity to act as a finder of business opportunities. Although it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other similar transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the society. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving the 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 using these services.

The Company has not limited its research to any particular company, industry or geographic location. When evaluating a potential transaction, the Company analyzes all available factors and makes a decision based on a set of available facts, without relying on any single factor.




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It is not currently possible to predict the nature of any transaction in which the Company may participate. Specific business opportunities would be reviewed along with the respective needs and desires of the Company and the legal structure or method deemed appropriate by management would be selected. When setting up a structure for a particular transaction, the Company may become party to a merger, amalgamation, reorganization, takeover bid, joint venture, license, purchase and sale of assets, or a purchase and sale of shares, or any other arrangement the exact nature of which cannot be predicted today. In addition, the Company may act directly or indirectly through participation in a partnership, corporation or any other form of organization. The establishment of such a structure may require the Company to merge, consolidate or reorganize with other business organizations and there can be no assurance that the Company will be the surviving entity. In addition, our current management and shareholders may not control a majority of the Company’s voting shares as a result of a reorganization or other financial transaction. In connection with such a transaction, some or all of the current directors of the Company may resign and new directors may be appointed. The operations of the Company after the completion of a transaction will depend on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and extent of which cannot be predicted.

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

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

RESULTS OF OPERATIONS AND FINANCIAL POSITION

In the nine months ended December 31, 2021the Company recorded an operating loss of $171,000. The loss is attributable to operational, administrative, audit, tax preparation, legal and interest expenses incurred during the quarter. In the nine months ended December 31, 2020the operating loss was $50,000. No taxes were paid during the quarters ended
December 31, 2021 or 2020.

In the three months ended December 31, 2021the Company recorded an operating loss of $65,000. The loss is attributable to operational, administrative, audit, tax preparation, legal and interest expenses incurred during the three-month period. In the three months ended December 31, 2020the operating loss was $16,000. Taxes paid during the three months ended December 31, 2021 and 2020 have been $0 within two three-month periods.

CASH AND CAPITAL RESOURCES

Shareholders’ deficit at December 31, 2021has been $174,000compared to $1,000
at March 31, 2021. The decrease is attributable to the net loss incurred during the three months ended December 31, 2021.

Net cash provided by operating activities was $3,000 in the nine months ended December 31, 2021compared to the net cash used in operating activities of
$56,000 in the nine months ended December 31, 2020. Net cash provided by financing activities during the three months ended December 31, 2021 results from the payment of operating expenses.

Cash at December 31, 2021 has been $69,000compared to $72,000 at December 31, 2020. The decrease in cash is mainly the net result of expenses incurred during the first nine months of the year.



Convertible Promissory Note


At September 21, 2020the Company has entered into a ticket purchase agreement with Frederick L. Farrarits managing director, its chief financial officer and a member of its board of directors, pursuant to which the Company issued and sold to Mr. Farrar a convertible promissory note in the principal amount of $65,000
(the “Note”) in exchange for a loan of the same amount. The note bears interest at 5.0% per annum and is due to mature and become payable on
October 31, 2022. The Company’s payment obligations under the note are unsecured and the Company may prepay the amount due in whole or in part at any time without penalty or premium. The note holder has the option, at or before maturity, to convert all (but not less than all) of the amount due under the note to common shares of the company 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.

The Company has no significant off-balance sheet arrangements. There have been no material changes in contractual obligations, as disclosed in the company’s quarterly report on Form 10-Q for the period ended December 31, 2021.




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