State issuer's revenues for its most recent fiscal year ended March 31, 2008: $73,000

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

FCCC, INC.

FORM 10-KSB

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

                This annual report and other reports issued by FCCC, Inc. (the “Company” or “FCCC”), including reports filed with the Securities and Exchange Commission, may contain “forward-looking” statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that deal with future results, plans or performances. In addition, the Company’s management may make such statements orally, to the media, or to securities analysts, investors or others. Accordingly, forward-looking statements deal with matters that do not relate strictly to historical facts. The Company’s future results may differ materially from historical performance and forward-looking statements about the Company’s expected financial results or other plans are subject to a number of risks and uncertainties. This section and other sections of this quarterly report may include factors that could materially and adversely impact the Company’s financial condition and results of operations. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to revise or update any forward-looking statements after the date hereof.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

General

                FCCC, Inc. 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 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut, Telephone Number 203-855-7700. FCCC is authorized to issue 22,000,000 shares of common stock, without par value, stated value $.50 per share. The Company currently has 1,561,022 shares of common stock issued and outstanding at May 22, 2008.

                The Company has had limited operations since June 30, 2003. Such operations consist of a search for an appropriate transaction such as a merger, acquisition, reverse merger or other business combination with an operating business or other appropriate financial transaction. See “Current Business” below.

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.

                It is anticipated that opportunities may come to FCCC’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, FCCC 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 management deems it 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 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 impossible 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 FCCC 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 FCCC following a reorganization or other financial transaction. As part of such a transaction, some or all of FCCC’s existing directors may resign and new directors may be appointed. The Company’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.

                The Company may also be subject to increased governmental regulation following a transaction; however, it is impossible 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.

Competition

                FCCC is in direct competition with many other entities in its efforts to locate a suitable transaction. Included in the competition are business development companies, SPAC’s, 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 FCCC could consider. Many of these competing entities also possess significantly greater experience and contacts than FCCC’s management. Moreover, FCCC also competes with numerous other companies similar to it for such opportunities.

Employees and Consultants

                The Company currently has no employees. The Company has one executive officer, who has a consulting arrangement with the Company. Specifically, on July 1, 2003, the Company and Mr. Bernard Zimmerman entered into a Consulting Agreement (the “Zimmerman Consulting Agreement”) which provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Upon the expiration of the Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the Zimmerman Consulting Agreement, on a month to month basis. Mr. Martin Cohen currently a director of the Company, had a similar consulting agreement. The Consulting Agreement by and between the Company and Mr. Cohen, entered into on July 1, 2003 (the “Cohen Consulting Agreement”), which provided for monthly payments of $2,000 to Mr. Cohen plus reasonable and necessary out-of-pocket expenses was terminated effective March 31, 2007. Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that FCCC will have any full-time or other employees, except as may be the result of completing a transaction.

ITEM 2.  DESCRIPTION OF PROPERTY.

                The Company leases office space located at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut from an unaffiliated party pursuant to a month-to-month arrangement at a charge of $500 per month.

ITEM 3.  LEGAL PROCEEDINGS.

                There are no legal proceedings which are pending or have been threatened against the Company or any officer, director or control person of which management is aware at this time.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter or the fiscal year covered by this report.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Price Range of Common Stock

                The Company’s common stock is traded over the counter, and the bid and ask prices of the Company’s stock are quoted on the OTC Bulletin Board under the symbol FCIC. Following are the low sales and high sales prices for the Company’s common stock during the fiscal years ended March 31, 2008 and 2007 as quoted on the OTC Bulletin Board:

PLEASE GO TO PAGE 4

                The above quotations do not reflect inter-dealer prices, with or without retail mark-up, mark-down or commission and may not represent actual transactions.

                On May 22, 2008, the closing bid price for the Company’s common stock was $1.06 per share.

Holders

                The approximate number of stockholders of record of the Company on May 22, 2008 was 1,200. The number of shares of the Company’s common stock outstanding as of May 22, 2008 was 1,561,022.

Dividends

                The Company did not declare or pay any dividends during the fiscal years ended March 31, 2008 and 2007. The Company may or may not pay cash dividends in the future. The Company may, however, pay a cash dividend 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.

ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation

                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’s plan of operation and business, see PART I, Current Business.

                Additionally, pursuant to the terms of a Stock Purchase Agreement that the Company entered into in mid 2003 with Mr. Martin Cohen and Mr. Bernard Zimmerman, or their affiliates, in the event that the Company had not consummated an appropriate transaction or series of transactions (defined as having an aggregate value in excess of $750,000) by June 30, 2006, subject to a three (3) month extension (the “Transaction Date”), then upon the request of the holders of twenty percent (20%) or more of the outstanding stock of the Company held by non-affiliates of management, the Company would schedule a meeting of stockholders and solicit proxies pursuant to which the stockholders would vote on whether to dissolve and liquidate the Company or take some other appropriate action. The Transaction Date has lapsed and to date no request has been made by the shareholders for the dissolution and liquidation of the Company. The Stock Purchase Agreement also provided that all shares held by management shall be voted in the same proportion as the non-management shares with respect to such vote.

Results of Operations

                Prior to June 30, 2003, the Company was engaged in the mortgage banking business. Since that date, the Company has had limited operations, consisting of a search for a suitable transaction such as an acquisition merger, reverse merger or other business combination with an operating business. See “Description of Business – Page 1".

                For the years ended March 31, 2008 and 2007, the Company received interest income of $73,000 and $77,000, respectively. The decrease in interest income resulted from lesser interest rates received on invested funds which were approximately the same in both years.

                The Company’s operations resulted in a loss of $12,000 for the year ended March 31,2008 as compared to a loss of $25,000 for the year ended March 31, 2007. The decrease in the loss is attributable to the following factors (a) a decrease in interest income of approximately $4,000, offset by (b) decreased operating expenses incurred during fiscal 2008 of approximately $20,000.

                Income taxes paid in the fiscal year ended March 31, 2008 was $7,000 compared to $4,000 in the fiscal year ended March 31, 2007.

                Stockholders’ equity as of March 31, 2008 and 2007 was $1,612,000 and $1,601,000, respectively.
                       (see Liquidity Below)

Liquidity and Capital Resources

                FCCC had cash and cash equivalents on hand at March 31, 2008 and 2007 of $1,622,000 and $1,605,000, respectively. FCCC had no other assets to meet ongoing expenses or debts that may accumulate. FCCC had liabilities of $11,000 at both March 31, 2008 and 2007, respectively. The net increase in cash and cash equivalents on hand is due to the exercise of stock options in the amount of $22,960 offset by losses sustained by the Company in the fiscal year ended March 31, 2008.

                FCCC has no commitment for any capital expenditure and foresees none. However, FCCC will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur expenses in locating and investigating appropriate transactions and other fees and expenses in the event it undertakes a transaction or attempts but is unable to complete a transaction. FCCC will also continue to incur expenses in connection with its commitments under a consulting arrangement with management and expenses relating to its leased office space. FCCC’s cash requirements for the next twelve months are relatively modest, consisting principally of legal, accounting and other expenses relating to filings required under the Securities Exchange Act of 1934.

                FCCC paid no cash dividends in the fiscal years ended March 31, 2008 and 2007.

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

Recent Accounting Changes and New Accounting Pronouncements

                See PART I, Item 7, Financial Statements and accompanying notes thereto.

ITEM 7.  FINANCIAL STATEMENTS.

FCCC, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders’ of FCCC, Inc.
Norwalk, Connecticut

We have audited the accompanying balance sheets of FCCC, Inc. (the Company) as of March 31, 2008 and the related statements of operations, 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 audits. The financial statements of FCCC, Inc as of March 31, 2007, were audited by other auditors whose report dated May 30, 2007, expressed an unqualified opinion on those statements.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the 2008 financial statements referred to above present fairly, in all material respects, the financial position of FCCC, Inc. as of March 31, 2008, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Braver P.C.

Certified Public Accountants
Providence, Rhode Island

June 18, 2008

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying balance sheets of FCCC, Inc. (the Company) as of March 31, 2007 and 2006, and the related statements of operations, stockholders’ equity, and cash flows for the years 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 audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

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, 2007 and 2006 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Mahoney Sabol & Company, LLP

Certified Public Accountants
Glastonbury, Connecticut

May 30, 2007

FCCC, INC.

BALANCE SHEETS

(Dollars in thousands, except share data)

See notes to financial statements.

FCCC, INC.

STATEMENTS OF OPERATIONS

(Dollars in thousands, except share data)

See notes to financial statements.

FCCC, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollars in thousands, except share data)

See notes to financial statements.

FCCC, INC.

STATEMENTS OF CASH FLOWS

(Dollars in thousands)

See notes to financial statements.

FCCC, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2008 AND 2007

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company Operations:

                The accompanying financial statements of FCCC, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

                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.

                The Company maintains cash balances at one financial institution. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 at each institution. At various times throughout the year, cash balances exceeded FDIC limits. At March 31, 2008 and 2007, the Company had uninsured cash balances totaling $1,500,000 and $1,438,000, respectively.

Estimates:

                The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes:

                The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the Statement of Financial Accounting Standards No. 109 (SFAS 109) “Accounting for 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 bases of certain assets and liabilities.

Earnings Per Common Share:

                The Company follows Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings Per Share”. SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and makes them comparable to international EPS standards. Basic 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 income (loss) per common share was calculated using the following number of shares:

Stock Based Compensation:

                On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) requires expense for all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. For the Company, this statement was effective as of April 1, 2006. The Company adopted the modified prospective method, under which compensation cost is recognized beginning with the effective date. The modified prospective method recognizes compensation cost based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and, based on the requirements of SFAS 123, for all awards granted to employees prior to the effective date that remain unvested on the effective date. The Company does not expect to record any significant expenses under SFAS 123(R) for options currently outstanding. However, the amount of expense recorded under SFAS 123(R) will depend upon the number of options granted in the future and their valuation.

Common Stock Warrants:

                In June 2003, the Company issued 5-year Warrants (subject to registration rights under certain circumstances) to purchase an aggregate of 200,000 shares of Common Stock, exercisable at a price of $1.00 per share, at a purchase price of $.01 per Warrant. The exercise price of the warrants is subject to adjustment as defined. The warrant exercise price was adjusted to $.50 per share as a result of the payment of a $.50 per share cash dividend during September 2003. No warrants were exercised or cancelled during the years ended March 31, 2008 and March 31, 2007. See Note 6 – Subsequent Events, concerning information on the exercise of these warrants in April and May of 2008.

New Pronouncements:

                In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” This Statement permits entities to choose to measure many financial instruments at fair value. Unrealized gains and losses on items for which this option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 159 on its financial statements.

                In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, “Business Combinations,” which, among other things, establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any noncontrolling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating what impact the adoption of SFAS No. 141(R) will have on the financial statements.

NOTE 2 – FINANCIAL INSTRUMENTS:

Concentrations of Credit Risk:

                The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents (see Note 1).

Fair Value of Financial Instruments:

                SFAS No. 107, “Fair Value of Financial Instruments”, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. SFAS No. 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of the Company’s financial instruments (cash and cash equivalents) approximate their fair value because of the short maturity of these instruments.

NOTE 3 – STOCK OPTIONS

                The Company has two stock option plans. The first plan, the 1999 Stock Option Plan (the 1999 Plan) was adopted in 1999 and the second plan, the 2002 Equity Incentive Plan (the 2002 Plan) was adopted in 2003 (the 1999 Plan and the 2002 Plan are collectively referred to herein as the Plans). The Company has reserved 150,000 shares of stock for grants under both the 1999 and 2002 plans, respectively. Pursuant to the Plans, the Company’s employees, officers, consultants, and directors are eligible to receive grants of incentive and/or non-incentive stock options. The Plans provide that the maximum term for options granted under the Plans is ten years and that the exercise price for the options may not be less than the fair market value of the Company’s common stock on the date of grant.

Options granted pursuant to the 1999 Plan:

                On May 3, 2001, options to purchase 100,000 shares were granted under the 1999 Plan at an exercise price of $0.64 per share. The options expire ten years from the date of grant and were fully vested at the date of grant. Options to purchase 55,500 shares granted under the 1999 Plan expired by their terms when certain holders thereof ceased to be employees of the Company. No options were exercised or canceled during the years ended March 31, 2008 and 2007 and no compensation cost has been recognized for stock options awarded under the 1999 Plan.

Options granted pursuant to the 2002 Plan:

                On October 3, 2003, options to purchase 45,000 shares were granted under the 2002 Plan at an exercise price of $1.05 per share. The options expire ten years from the date of grant and vest ratably over three years from the date of grant; however, the option agreement stipulates accelerated vesting provisions under certain circumstances as defined. During the years ended March 31, 2008 and 2007, 45,000 and 30,000, respectively, of these options became vested. No options were exercised or canceled during the years ended March 31, 2008 and 2007 and no compensation cost has been recognized for stock options awarded under the 2002 Plan.

Other Options:

                On October 1, 2002, the Company granted non-qualified options to purchase an aggregate of 79,500 shares (Other Options), at an exercise price of $0.82 per share, to certain then-current and former employees, officers and directors of the Company, whose options had or were to have terminated as a result of the Asset Sale. The options expire five years from the date of grant and vest immediately. None of these options was exercised or cancelled during the year ended March 31, 2007, and no compensation cost has been recognized for these options. On September 28, 2007, during the Company’s fiscal year ended March 31, 2008 options for 28,000 shares were exercised. All non-exercised options expired on September 30, 2007.

                The weighted-average remaining contractual life of the outstanding options is approximately 5 years.

                During fiscal 2008 and 2007, no new share based payments were granted, and no compensation expense was recognized.

NOTE 4 – COMMITMENTS AND CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF BALANCE
                   SHEET RISK:

                On July 1, 2003 the Company entered into a one-year lease for office space located in Norwalk, Connecticut from an unaffiliated party for $500 per month. On June 30, 2004 the lease expired and the Company has continued leasing its office space on a month-to-month basis at a rate of $500 per month. Rent expense totaled $6,000 for each of the years ended March 31, 2008 and 2007, respectively.

                On July 1, 2003, the Company entered into consulting agreements with the Company’s President and the then Chairman of the Board, or their affiliates. The agreements terminated on July 1, 2006 as defined, and stipulated monthly payments of $2,000 to each consultant plus reasonable and necessary out-of-pocket expense. Fees related to these agreements totaled $24,000 and $48,000 for the years ended March 31, 2008 and 2007 respectively. The Board authorized the extension of the consulting agreements, on a month to month basis, on terms and conditions substantially similar to those of the previous agreements. The consulting agreement with Mr. Martin Cohen, a current director and former Chairman of the Board, terminated, effective March 31, 2007. See “Page 2 – Employees and Consultants” for additional information.

NOTE 5 – INCOME TAXES:

                The income tax provision consists of the following for the years ended March 31, 2008 and 2007: