Item 1.01 Entry into a Material Definitive Agreement.
December 20, 2022, FCCC, Inc. ('we,' 'us,' Company, entered into a definitive
agreement to acquire the controlling interest in Amerihe Group ("Amerihe"), a
C-Corp incorporated in the state of California, which is expected to accelerate
the growth and market share for both companies, in strategic markets. Amerihe is
primarily involved in import/export of rice, grains, and related agricultural
products from South East Asia. The management team has over 30 years experience
in the South-East Asian Market, including pharmaceuticals, healthcare supplies,
and agricultural products. FCCC, Inc. has offered Amerihe Group $15,000 USD to
acquire the controlling shareholding in Amerihe Group and commitment to retain
existing management.
Item 5.06 Change of Shell Status.
FCCC, Inc. a Nevada corporation (the "Company"), is filing this Amended
Supplemental Information and Disclosure Statement to notify shareholders that
the Company is no longer a "shell company" as defined by Rule 405 of the
Securities Act of 1933 ("Rule 405"). Rule 405 defines a "shell company" as an
issuer that has: (1) no or nominal operations; and (2) either: (i) no or nominal
assets; (ii) assets consisting solely of cash and cash equivalents; or (iii)
assets consisting of any amount of cash and cash equivalents and nominal other
assets. As of the quarterly report for the period ended September 30, 2022, the
Company showed little cash, no revenues, no inventory, and minimal operating
expenses, primarily attributed to general and administrative costs. Accordingly,
we believe that our financial statements for the nine month period ended
September 30, 2021, represented those of a "shell company." In December 2022,
the Company, entered into a definitive agreement to acquire the entire interest
in AMERIHE GROUP. On March 12, 2022, all closing and delivery requirements were
met on behalf of both the Company and AMERIHE GROUP.
As of the fiscal year ended March 31, 2022, along with the first and second
quarters of 2023, the Company had cash on hand, inventory, and/or prepaid
expenses to acquire inventory. As our most recent quarter ended December 31,
2022, we reported total assets in the amount of $150,000 (September 30, 2022
$36,000)
We believe that our financial reports for the quarterly report ended December
31, 2022, and each of our filed interim reports thereafter reflect substantive
operations that indicate we are no longer a "shell company." Although the
definition of "shell company" does not include revenues specifically, it is
generally understood that revenues are a good indication of actual operations.
As reported in our most recent quarterly report ended December 31, 2022, we have
commenced revenue-generating operations. The Company has reported substantive
current assets, including cash, prepaid expenses, inventory, and/or accounts
receivable. Therefore, as of December 31, 2022, the Company was no longer
considered a "shell company" as defined by Rule 405 of the Act, having shown
evidence of actual operations through the Company's offered services and
products, as noted and by virtue of the fact that we have had and continue to
have, greater than nominal assets.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
Number
10.1 Business Share Subscription Agreement - dated December 20, 2022
10.2 Subsidiary Director Resolution - dated December 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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