UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C.  20549

** **

## **FORM 10-Q**

(MarkOne)

 

[x]  **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

** **

For the quarterly period endedJanuary 31, 2009.

 

[  ]  **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

** **

For the transition periodfrom _______________________________________ to ___________________________________

 

Commission File Number:_______________________________________________________________________________                  

 

First Hartford Corporation

----

(Exact name of registrant as specified in its charter)

 

 
| Maine                                                              |  01-0185800                          |
|--------------------------------------------------------------------|-------------------------------------------|
|  (State or other jurisdictionof incorporation ororganization) |  (I.R.S.Employer Identification No.) |
|                                                               |                                      |
| 149 Colonial Road   Manchester, CT                  | 06045-1270                                |
| (Address of principalexecutiveoffices)                             | (Zip Code)                                |
|                                                               |                                      |

 

860-646-6555

----

 (Registrant'stelephone number, including area code)

 

----

 

(Former name, former address and former fiscal year,if changed since last report)

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90days.                                                                                                                                                                                                                           XYes   ⁪ No    

 

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  See definition of “largeaccelerated filer”, “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ⁪                                                             Acceleratedfiler ⁪         

 

Non-accelerated filer ⁪   (Do not check if a smallerreporting company)      Smaller reporting company X

 

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).

                                                                                                                                                ⁪Yes   X No

 

APPLICABLE ONLY TOCORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of theissuer's classes of common stock, as of the latest practicable date.

 

3,039,967 as of March 17,2009    

 

 

1

 

----

 

 

 

 

 

### FIRST HARTFORD CORPORATION AND SUBSIDIARIES

####  

#### INDEX

 
| PART I.            FINANCIALINFORMATION                                                                                                                                        | PAGE    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|                                                                                                                                                                                                                                  |    |
| Item 1.              FinancialStatements                                                                                                                             |    |
|                                                                                                                                                                                                                                  |    |
| CondensedConsolidated Balance Sheets -                                                                                                                                                                                                |    |
| January31, 2009 (unaudited) and April 30, 2008 (audited)                                                                                                                                                                              | 3 - 4   |
|                                                                                                                                                                                                                                  |    |
| CondensedConsolidated Statements of Operations and Other                                                                                                                                                                              |    |
| ComprehensiveLoss for the Three and Nine Months                                                                                                                                                                                       |    |
| Ended January 31, 2009 and 2008 (unaudited)                                | 5       |
|                                                                                                                                                                                                                                  |    |
| CondensedConsolidated Statements of Cash Flows for the                                                                                                                                                                                |    |
| NineMonths Ended January 31, 2009 and 2008 (unaudited)                                                                                                                                                                                | 6 - 7   |
|                                                                                                                                                                                                                                  |    |
| Notesto Condensed Consolidated Financial Statements                                                                                                                                                                                   | 8 - 13  |
|                                                                                                                                                                                                                                  |    |
| Item 2.             Management's Discussion and Analysis of Financial Condition                                                                                      |    |
| andResults of Operations                                                                                                                                                                                                         | 13 - 15 |
|                                                                                                                                                                                                                                  |    |
| Item 3.             Quantitativeand Qualitative Disclosures About Market Risk                                                                                        | 15      |
|                                                                                                                                                                                                                                  |    |
| Item 4.             Controlsand Procedures                                                                                                                           | 15      |
|                                                                                                                                                                                                                                  |    |
| **PART II           OTHERINFORMATION**                                                                                                                                              |    |
|                                                                                                                                                                                                                                  |    |
| Item 1.             LegalProceedings                                                                                                                                 | 16      |
|                                                                                                                                                                                                                                  |    |
| Item 1A.           RiskFactors                                                                                                                                                 | 16      |
|                                                                                                                                                                                                                                  |    |
| Item 2.             UnregisteredSales of Equity Securities and Use of Proceeds                                                                                       | 16      |
|                                                                                                                                                                                                                                  |    |
| Item 3.             DefaultsUpon Senior Securities                                                                                                                   | 16      |
|                                                                                                                                                                                                                                  |    |
| Item 4.             Submissionof Matters to a Vote Of Security Holders                                                                                               | 16      |
|                                                                                                                                                                                                                                  |    |
| Item 5.             OtherInformation                                                                                                                                 | 16      |
|                                                                                                                                                                                                                                  |    |
| Item 6.             Exhibits                                                                                                                                         | 16 - 17 |
|                                                                                                                                                                                                                                  |    |
| Signatures                                                                                                                                                                                                                            | 18      |
|                                                                                                                                                                                                                                  |    |
| Exhibits                                                                                                                                                                                                                              | 19 - 22 |
|                                                                                                                                                                                                                                  |    |

 

 

2

 

----

 

 

 

 

 

# FIRST HARTFORD CORPORATION AND SUBSIDIARIES 

**CONDENSED CONSOLIDATED BALANCE SHEETS**

#  

# ASSETS

| ** **                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

                                                                                                                                                         |  

  |  

**January 31, 2009** |   | ** **

**April 30, 2008** |
|  

                                                                                                                                                         |  

  |  

(unaudited) |   |  

(audited) |
| Real estate and equipment:                                                                                                                                            |   |  

  |   |  

  |
|  

   Developed properties                                                                                                                             |  

  |  

$121,705,689 |   |  

$68,810,864 |
|  

   Equipment and leasehold improvements                                                                                                             |  

  | 548,572 |   | 515,182 |
|                                                                                                                                                                  |   | 122,254,261 |   | 69,326,046 |
|                                                                                                                                                                  |   |   |   |   |
|    Less: accumulated depreciation and amortization                                                                                                          |   |  

7,772,896 |   |  

6,208,228 |
|                                                                                                                                                                  |  

  | 114,481,365 |   | 63,117,818 |
|                                                                                                                                                                  |   |   |   |   |
|  

   Property under construction                                                                                                                      |  

  | 12,797 |   |  

36,687,727 |
|                                                                                                                                                                  |   | 114,494,162 |   | 99,805,545 |
|                                                                                                                                                                  |   |   |   |   |
|  

Cash and cash equivalents                                                                                                                           |  

  | 4,137,335 |   | 3,670,538 |
|                                                                                                                                                                  |  

  |   |   |   |
| Marketable securities  - available for sale                                                                                                                      |   | 1,121,767 |   |  

1,366,240 |
|                                                                                                                                                                  |   |   |   |   |
|  

Accounts and reimbursements receivable, less allowance for doubtful  accounts of $32,500 and $70,000 as of January 31, 2009 and April 30, 2008,  respectively |  

  |  

  |   |  

  |
|  

                                                                                                                                                         | 7,509,903 |   |  

3,764,048 |
|                                                                                                                                                                  |   |
|  

Deposits, escrows, prepaid and deferred expenses, net                                                                                                         |  

4,804,176 |   |  

4,006,189 |
|                                                                                                                                                                  |   |   |   |
|  

Investments in affiliates                                                                                                                                     |  

  |  

9,665 |   |  

9,665 |
|                                                                                                                                                                  |   |   |   |   |
|  

Due from related parties and affiliates                                                                                                                       |  

  |  

433,844 |   | 408,340 |
|                                                                                                                                                                  |   |   |   |   |
|  

Deferred tax assets, net of valuation allowance of $2,653,000 and  $1,034,000 as of January 31, 2009 and April 30, 2008, respectively                         |  

  |  

  |   |  

  |
|                                                                                                                                                                  |  

1,638,000 |   | 1,638,000 |
|                                                                                                                                                                  |   |   |   |   |
|                                                                                                                                                                  |  

  |  

$134,148,852 |   |  

$114,668,565 |

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensedconsolidated financial statements

3

 

----

 

 

 

 

 

 

# FIRST HARTFORDCORPORATION AND SUBSIDIARIES 

**CONDENSEDCONSOLIDATED BALANCE SHEETS (continued)**

 

|  

**LIABILITIES AND SHAREHOLDERS' DEFICIENCY**                                                                       |
|----------------------------------------------------------------------------------------------------------------------------|
| ** **

                                                                                                          |  

  |  

  |   |   |  

  |
|  

                                                                                                              |  

  |  

**January 31, 2009** |   |   | ** **

**April 30, 2008** |
| ** **

Liabilities:                                                                                                   |  

  |  

(unaudited) |   |   |  

(audited) |
|  

   Mortgages and notes payable:                                                                          |  

  |  

  |   |   |  

  |
|  

   Construction loan payable                                                                             |  

  |  

$47,798,540 |   |   |  

$28,374,034 |
|  

   Mortgages payable                                                                                     |  

  |  

67,002,453 |   |   |  

67,663,181 |
|  

   Notes payable                                                                                         |  

  |  

243,220 |   |   |  

247,736 |
|                                                                                                                       |  

  |  

115,044,213 |   |   |  

96,284,951 |
|  

                                                                                                              |  

  |  

  |   |   |  

  |
|  

Accounts payable                                                                                                   |  

  |  

7,664,328 |   |   |  

4,558,746 |
|  

Accrued liabilities                                                                                                |  

  |  

3,635,137 |   |   |  

2,410,050 |
|  

Deferred income                                                                                                    |  

  |  

315,713 |   |   |  

283,649 |
|  

Accrued cost of derivatives                                                                                        |  

  |  

3,684,187 |   |   |  

1,405,001 |
|  

Other liabilities                                                                                                  |  

  |  

5,169,338 |   |   |  

5,590,191 |
|  

Due to related parties and affiliates                                                                              |  

  |  

72,000 |   |   |  

71,853 |
|                                                                                                                       |  

  |  

135,584,916 |   |   |  

110,604,441 |
|  

                                                                                                              |  

  |  

  |   |   |  

  |
|  

Minority interest                                                                                                  |  

  |  

7,917,396 |   |   |  

6,736,060 |
|  

                                                                                                              |  

  |  

  |   |   |  

  |
|  

Shareholders' Deficiency:                                                                                          |  

  |  

  |   |   |  

  |
|  

Preferred stock, $1 par value; $.50 cumulative and convertible;                                                    |  

  |
|   authorized 4,000,000 shares; issued and outstanding - None.                                                         |  

  | -0- |   |   | -0- |
|  

Common stock, $1 par value; authorized 6,000,000 shares;                                                           |  

  |   |   |  

  |
|  

  issued 3,298,609 shares                                                                                     |  

3,298,609 |   |   |  

3,298,609 |
|  

Capital in excess of par                                                                                           |  

  |  

2,156,111 |   |   |  

5,056,111 |
|  

Deficit                                                                                                            |  

  |  

(12,141,486) |   |   |  

(8,853,895) |
|  

Accumulated other comprehensive loss                                                                               |  

  | (638,618) |   |   |  

(152,110) |
|  

                                                                                                              |  

  |  

(7,325,384) |   |   |  

(651,285) |
|  

                                                                                                              |  

  |  

  |   |   |  

  |
|  

Less: Treasury stock, at cost, 258,642 and 255,842 shares as of January  31, 2009 and April 30, 2008, respectively |   | 2,028,076 |   |   | 2,020,651 |
|  

                                                                                                         |  

  |  
    |   |   |   |
|  

                                                                                                              |  

  |  

  |   |   |  

  |
|  

                                                                                                              |  

  |  

(9,353,460) |   |   |  

(2,671,936) |
|  

                                                                                                              |  

  |  

  |   |   |  

  |
|  

                                                                                                              |  

  |  

$134,148,852 |   |   |  

$114,668,565 |

 

The accompanying notes are an integralpart of these condensed consolidated financial statements

4

 

----

 

 

 

 

 

# FIRST HARTFORDCORPORATION AND SUBSIDIARIES

**CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND**

**OTHER COMPREHENSIVELOSS**

(Unaudited) 

|                                                                                | Three Months Ended | Nine Months Ended |
|-------------------------------------------------------------------------------------|--------------------|-------------------|
|                                                                                | Jan. 31, 2009      |              | Jan. 31, 2008 |   | Jan. 31, 2009 |   | Jan. 31, 2008 |
| Revenues:                                                                           |               |              |   |   |   |   |   |
|      Sales of real estate                                       | $0                 |              | $725,848 |   | $1,029,776 |   | $725,848 |
|      Rental income                                              | 3,119,778          |              | 2,512,228 |   | 8,154,937 |   | 6,942,706 |
|      Service income                                             | 697,541            |              | 361,137 |   | 1,653,608 |   | 909,387 |
|      Other                                                      | 36,515             |              | 45,048 |   | 156,122 |   |    324,096 |
|                                                                                | 3,853,834          |              | 3,644,261 |   | 10,994,443 |   | 8,902,037 |
|                                                                                |               |              |   |   |   |   |   |
| Operating costs and expenses:                                                       |               |              |   |   |   |   |   |
|      Rental expenses                                            | 1,907,716          |              | 1,485,259 |   | 4,832,431 |   | 3,866,442 |
|      Service expenses                                           | 564,196            |              | 360,638 |   | 1,239,067 |   | 671,215 |
|      Cost of sales, real  estate                                | -0-                |              | 260,557 |   | 726,776 |   | 260,557 |
|      Selling, general and  administrative                       | 1,211,692          |              | 921,518 |   | 3,566,780 |   |  2,962,064 |
|                                                                                | 3,683,604          |              | 3,027,972 |   | 10,365,054 |   | 7,760,278 |
|                                                                                |               |              |   |   |   |   |   |
| Income from operations                                                              | 170,230            |              | 616,289 |   | 629,389 |   | 1,141,759 |
|                                                                                |               |              |   |   |   |   |   |
| Non-operating income  (expense)                                                     |               |              |   |   |   |   |   |
|      Interest expense                                           | (809,672)          |              | (828,594) |   | (2,744,173) |   | (2,398,278) |
|      Gain on litigation  settlement (net of legal fees)         | -0-                |              | 2,280,000 |   | -0- |   | 1,579,000 |
|      Investment income                                          | -0-                |              | -0- |   | 285,880 |   | -0- |
|      Other income                                               | -0-                |              | 393,278 |   | -0- |   | 463,130 |
|      Loss on derivatives                                        | (2,219,861)        |              | (742,513) |   | (2,279,186) |   | (888,224) |
|                                                                                | (3,029,533)        |              | 1,102,171 |   | (4,737,479) |   | (1,244,372) |
|                                                                                |               |              |   |   |   |   |   |
| Income (loss) before income  taxes                                                  | (2,859,303)        |              | 1,718,460 |   | (4,108,090) |   | (102,613) |
|                                                                                |               |              |   |   |   |   |   |
| Provision for income taxes                                                          | 16,814             |              |  181,503 |   | 32,390 |   |  251,648 |
|                                                                                |               |              |   |   |   |   |   |
| Income (loss) before minority  interest and equity in earnings of                   |               |              |   |   |   |   |   |
|      unconsolidated  subsidiaries                               | (2,876,117)        |              | 1,536,957 |   | (4,140,480) |   | (354,261) |
|                                                                                |               |              |   |   |   |   |   |
| Minority interest in (income)  losses of consolidated                               |               |              |   |   |   |   |   |
|      joint ventures                                             | 69,459             |              | 7,857 |   | 299,126 |   | (11,624) |
| Equity in earnings of  unconsolidated subsidiaries                                  | 201,562            |              | 184,296 |   | 553,763 |   |  537,162 |
|                                                                                |               |              |   |   |   |   |   |
| Net income (loss) before  other comprehensive loss                                  | (2,605,096)        |              | 1,729,110 |   | (3,287,591) |   | 171,277 |
|                                                                                |               |              |   |   |   |   |   |
| Other comprehensive loss, net  of tax:                                              |               |              |   |   |   |   |   |
|      Unrealized holding  losses on securities during the period |  (114,500)    |              | 29,138 |   | (486,508) |   | (47,662) |
|                                                                                |               |              |   |   |   |   |   |
| Comprehensive income (loss)                                                         | $(2,719,596)       |              | $1,758,248 |   | $(3,774,099) |   | $123,615 |
|                                                                                |               |              |   |   |   |   |   |
| Net income  (loss) per share - basic                                           | $(0.86)            |              | $0.57 |   | $(1.08) |   | $0.06 |
|                                                                                |               |              |   |   |   |   |   |
| Net income (loss) per share - diluted                                               | $(0.86)            |              | $0.55 |   | $(1.08) |   | $0.05 |
|                                                                                |               |              |   |   |   |   |   |
| Shares used in basic per  share computation                                         | 3,039,967          |              | 3,043,507 |   | 3,040,700 |   | 3,045,400 |
|                                                                                |               |              |   |   |   |   |   |
| Shares used in diluted per  share computation                                       | 3,039,967          |              | 3,171,826 |   | 3,040,700 |   | 3,178,379 |

 

The accompanying notes are an integral part of these condensed consolidatedfinancial statements

5

 

----

 

 

 

 

 

**           **

| ** **

**FIRST HARTFORD CORPORATION AND  SUBSIDIARIES**                        |
|-------------------------------------------------------------------------------------|
| ** **

**CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWS**                    |
| ** **

**(Unaudited)**                                                         |
| ** **

                                                                   |  

  |  

  |  

  |
|  

                                                                       |  
Nine Months Ended
  |
|  

                                                                       |  

**January  31, 2009** |   | ** **

**January  31, 2008** |
|                                                                                |  

  |  

  |  

         |
|  

Cash flows from operating  activities:                                      |  

  |  

  |  

  |
|  

  Net (loss) income                                          |  

$(3,287,591) |  

  |  

$171,277 |
|  

Adjustments to reconcile net (loss) income                             |  

  |  

  |  

  |
|  

  to net cash used in operating activities:                            |  

  |  

  |  

  |
|  

  Equity in earnings of unconsolidated subsidiaries                    |  

(553,763) |  

  |  

(537,162) |
|  

  Minority interest in (losses) income of  consolidated joint ventures |  

(299,126) |  

  |  

11,624 |
|  

  Gain on sale of property                                             |  

(303,000) |  

  | (465,291) |
|  

  Gain on litigation settlement                                        | -0- |  

  | (2,870,000) |
|  

  Gain on sale of securities                                           |  

(285,880) |  

  | -0- |
|   Depreciation                                                                 |  

1,564,668 |  

  |  

1,310,245 |
|   Amortization                                                                 |  

171,380 |  

  | 165,090 |
|   Deferred income taxes                                                        | -0- |   | 255,000 |
|  

  Loss on derivatives                                                  |  

2,279,186 |  

  |  

888,224 |
|  

	                                                                      |  

  |  

	  |   |
| (Increase) decrease in:                                                             |  

  |  

  |  

  |
|  

  Accounts and reimbursements receivable, net                          |  

(3,745,855) |  

  |  

(93,282) |
|  

  Deposits, escrows, prepaid and deferred expenses                     |  

(969,367) |  

  |  

(1,697,444) |
|  

                                                                       |  

  |  

  |   |
| Increase (decrease) in:                                                             |  

  |  

  |  

  |
|  

  Accrued liabilities                                                  |  

(1,674,913) |  

  |  

231,763 |
|  

  Deferred income                                                      |  

32,064 |  

  |  

(373,596) |
|  

  Accounts payable                                                     |  

3,105,582 |  

  |  

(3,387) |
|                                                                                |  
    |   |   |
| Net cash used in operating activities                                               |  

(3,966,615) |  

  |  

(3,006,939) |
|  

                                                                       |   |   |   |
|  

Cash flows from investing activities:                                       |  

  |  

  |  

  |
|  

  Distributions from affiliates, net                                   |  

132,910 |  

  |  

155,133 |
|  

  Proceeds from (purchase	of) marketable  securities, net              |  

43,845 |  

  |  

(760,780) |
|  

  Purchase of equipment and leasehold improvements                     |  

(33,390) |  

  |  

(40,043) |
|  

  Proceeds from sale of real estate                                    |  

972,444 |   | 676,405 |
|  Additions to developed properties and properties  under construction          |  

(16,889,339) |   |  

(21,388,053) |
| Net cash used in investing activities                                               |  

(15,773,530) |  

  |  

(21,357,338) |

    

   

The accompanying notes are an integral part of these condensedconsolidated financial statements

 

 

6

 

----

 

| **FIRST HARTFORD CORPORATION AND  SUBSIDIARIES**                                |
|---------------------------------------------------------------------------------|
| ** **

**CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWS**                |
| (Unaudited)

                                                              |
|  

**(continued)**                                                         |
| ** **

** **                                                          |
| ** **

                                                               |  

**Nine Months Ended** |
|  

                                                                   |  

**January  31, 2009** |   | ** **

** ** | ** **

**January  31, 2008** |
|                                                                            |  

  |   |  

  |  

  |
|  

Cash flows from financing activities:                                   |  

  |   |  

  |  

  |
|  

   Minority distributions from consolidated joint ventures    | (17,676) |   |  

  |  

(9,478) |
|  

   Limited partners investment in consolidated joint ventures |  

1,498,138 |   |  

  | 1,872,803 |
|  

  Purchase of treasury stock                                       |  

(7,425) |   |  

  |  

(8,225) |
|                                                                       |   |   |   |   |
| Proceeds from:                                                                  |   |   |   |   |
|  

   Construction loan payable                                  |  

20,280,293 |   |  

  |  

28,324,335 |
|  

   Mortgages payable                                          |  

50,000 |   |  

  |  

447,820 |
|  

   Notes payable                                              |  

-0- |   |  

  |  

500,000 |
|  

Principal payments on:                                                  |  

  |   |  

  |  

  |
|  

  Construction loan payable                                        |  

(855,787) |   |  

  | (2,228) |
|  

  Mortgages payable                                                |  

(710,728) |   |  

  | (7,686,117) |
|  

  Notes payable                                                    |  

(4,516) |   |  

  |  

(504,476) |
|  

  Advances to related parties and affiliates, net                  |  

(25,357) |   |  

  |  

(24,295) |
|  

                                                                   |  

  |   |  

  |  

  |
|  

Net cash provided by financing activities                               |  

20,206,942 |   |  

  |  

22,910,139 |
|  

                                                                   |  

  |   |  

  |  

  |
|  

Net increase (decrease) in cash and cash equivalents                    |  

466,797 |   |  

  |  

(1,454,138) |
|  

                                                                   |  

  |   |  

  |  

  |
|  

Cash and cash equivalents, beginning of period                          |  

3,670,538 |   |  

  |  

2,585,076 |
|  

                                                                   |  

  |   |  

  |  

  |
|  

Cash and cash equivalents, end of period                                |  

$4,137,335 |   |  

  |  

$1,130,938 |
|  

                                                                   |  

  |   |  

  |  

  |
|  

Cash paid during the period for interest                                | $2,683,542 |   |  

  |  

$2,087,976 |
|  

Cash paid during the period for income taxes                            | $32,391 |   |  

  |  

$104,696 |
|                                                                            |   |   |   |   |
| Non-cash financing activity:                                               |   |   |   |   |
|   	Accrual for stock redemption                                  |  $2,900,000 |   |   | $-0-  |

**                                                              **

** **

 The accompanying notes are an integral part of these condensedconsolidated financial statements

7

 

----

 

 

 

 

 

**FIRST HARTFORD CORPORATION AND SUBSIDIARIES**

**NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS**

** **

##### **1.   Nature of Business and Significant AccountingPolicies:**

 

Description of Business

 

First Hartford Corporation was incorporated in Maine in 1909, and is engaged in the purchase, development, ownership, management and saleof real estate.

 

Principles of Consolidation

 

The accompanying condensed consolidated financialstatements include the accounts of First Hartford Corporation, its wholly ownedsubsidiaries and other controlled subsidiaries (collectively referred to as the"Company". The Company records minority interest for the non-owned portions ofconsolidated subsidiaries.  All significant intercompany transactions andaccounts have been eliminated in the consolidated financial statements,including construction revenues and costs of development for the Company's own use (rental/future sale).  

 

Financial Statement Presentation

 

The accompanying unaudited condensed consolidatedfinancial statements have been prepared in accordance with generally acceptedaccounting principles for interim financial information and with theinstructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, theydo not include all of the information and footnotes required by generallyaccepted accounting principles for complete financial statements.  In theopinion of management, all adjustments (consisting of normal recurring accrualsand adjustments to previously established loss provisions) considered necessaryfor a fair presentation have been included.  Operating results for the three andnine months ended January 31, 2009 are not necessarily indicative of theresults that may be expected for the year ending April 30, 2009.  For furtherinformation, refer to the consolidated financial statements and footnotesthereto included in the Company's annual reporton Form 10-K for the fiscal year ended April 30, 2008.

 

Because the Company is engaged in the development andsale of real estate at various stages of construction, the operating cycle mayextend beyond one year. Accordingly, following the usual practice of the realestate industry, the accompanying condensed consolidated balance sheets areunclassified. 

 

Estimates

 

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reportedamount of assets and liabilities, and the disclosure of contingent assets andliabilities as of the date of the financial statements, and the reportedamounts of revenues and expenses during the reporting period.  Actual resultscould differ from those estimates.

 

 

Significant Accounting Policies

 

There has been no change in the Company's significantaccounting policies from those contained in our Annual Report on Form 10-K forthe year ended April 30, 2008, except as discussed in Note 5.

 

|   |
|--------|

8

 

----

 

 

 

 

 

# FIRST HARTFORDCORPORATION AND SUBSIDIARIES

**NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS**

 

##### **1.         Nature of Business andSignificant Accounting Policies (continued):**

 

Income (Loss) Per Common Share

 

Basic income (loss) per share is computed by dividingthe net income (loss) attributable to the common stockholders (the numerator)by the weighted average number of shares of common stock outstanding (thedenominator) during the reporting periods. Diluted income (loss) per share iscomputed by increasing the denominator by the weighted average number ofadditional shares that could have been outstanding from securities convertibleinto common stock, such as stock options and warrants (using the "treasury stock"  method).

** **

**2.         Fair Value of DerivativeInstruments**

** **

In the normal course ofbusiness, the Company is exposed to the effects of interest rate changes.  Tomitigate the exposure to unexpected changes in interest rates, derivatives areused primarily to hedge against rate movements on some of the Company's related debt. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and HedgingActivities", since the Company's interest rate swaps have notbeen designated as a hedge they must be recognized as an asset or liability andadjusted to fair value through income in the current period.

 

The Company recognized a loss of $2,219,861 and $2,279,186during the three and nine months ended January 31, 2009, respectively. Theaggregate fair value of the Company'sswap contracts were in an unfavorable position of $(3,684,187) as of January31, 2009 and are recorded as a liability in the accompanying condensedconsolidated balance sheet.

 

**3.         Investment In Affiliated Partnerships**

 

Investments in entities in which the Company is notthe general partner and has less than a 20% interest are carried at cost. Distributions received from those entities are included in income. Distributions received in excess of the Company's proportionate share of capital are applied as a reduction of the costof the investments.  Investments in entities in which the Company has a 20-50%interest but does not control are carried at cost and are subsequently adjustedfor the Company's proportionate share of their undistributed earningsor losses, and any distributions (Equity Method).

 

The Company currently has two unconsolidated operatingpartnerships accounted for under the Equity Method.  The Company has a 50%interest in Cranston Parkade, LLC which in turn has an interest in Cranston/BVTAssociates LP which owns a shopping center in Cranston, RI. The Company alsohas a 50% interest in Dover Parkade, LLC which owns a shopping center in Dover Township, NJ.  Although the Company exercises some influence, the Company does notcontrol the operating and financial policies of these partnerships and,therefore, these partnerships are not consolidated.

 

 

 

 

 

 

 

 

9

 

----

 

 

 

 

 

 

 

 

# FIRST HARTFORDCORPORATION AND SUBSIDIARIES

**NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS**

 

**3.         Investment In Affiliated Partnerships (continued):**

 

OPERATING RESULTS OFNONCONSOLIDATED 50% OWNED SUBSIDIARIES

 

|                                    | Three Months Ended

January 31   | Nine Months Ended

January 31 |
|-----------------------------------------|----------------------------------|-------------------------------|
|                                    | 2009                             |                          | 2008 |   | 2009 |   | 2008 |
| Cranston Parkade, LLC                   |                             |                          |   |   |   |   |   |
|       Revenues | $1,202,358                       |                          | $1,234,047 |   | $3,688,432 |   | $3,665,131 |
|       Expenses |      945,670 |                          |   1,031,492 |   |   3,024,683 |   |   3,057,502 |
| Net Profit                              | $   256,688            |                          | $   202,555 |   | $  663,749 |   | $   607,629 |
| Dover Parkade, LLC                      |                             |                          |   |   |   |   |   |
|      Revenues       | $   639,064            |                          |   $ 643,366 |   | $1,949,121 |   | $1,921,787 |
|      Expenses       |      493,029 |                          |      510,038 |   |   1,509,172 |   |   1,487,986 |
| Net Profit                              | $   146,035            |                          |   $ 133,328 |   | $   439,949 |   | $   433,801 |

** **

These investments are recorded at cost and have beensubsequently adjusted for gains, losses and distributions such that thecarrying value is less than zero.  Although the Company is not liable for theobligations of the two partnerships it has not discontinued applying the EquityMethod since the Company considers itself to be committed to providingfinancial support to the partnerships.  As of January 31, 2009 and April 30,2008, $5,094,501 and $5,515,353, respectively, is included in other liabilitiesin the condensed consolidated balance sheets representing the carrying value of theseinvestments.

 

**4.        ****Income Taxes**

 

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subjectto U.S. federal tax examinations for years before May 1, 2005. Statejurisdictions could remain subject to examination for longer periods. 

 

Deferred tax assets or liabilities are computed basedon the difference between the financial statement and  income tax bases ofassets and liabilities using the enacted marginal tax rate. Deferred income taxexpenses or benefits are based on the changes in the deferred tax assets andliabilities from period to period.

 

In assessing the need for a valuation allowance, theCompany estimates future taxable income, considering the feasibility of ongoingtax planning strategies and the realizability of tax loss carryforwards.Valuation allowances related to deferred tax assets can be impacted by thechanges to tax laws, changes to statutory tax rates and future taxableincome levels. In the event the Company were to determine that it would not beable to realize all or a portion of its deferred tax assets in the future, it wouldreduce such amounts through a charge to income in the period in which thatdetermination is made. Conversely, if the Company were to determine that itwould be able to realize its deferred tax assets in the future in excess of thenet carrying amounts, it would decrease the recorded valuation allowancethrough an increase to income in the period in which that determination ismade.

 

As of January 31, 2009, the Company has concluded thatit is more likely than not that the Company will realize $1,638,000 in deferredtax assets. 

 

 

 

 

 

10

 

----

 

 

 

 

 

# FIRST HARTFORDCORPORATION AND SUBSIDIARIES

**NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS**

 

**5.         FairValue Measurements**

 

The Company adopted SFAS No. 157, “Fair ValueMeasurements” on May 1, 2008 for its financial assets and liabilities which aremeasured at fair value on a recurring basis. Non-recurring fair valuemeasurements of nonfinancial assets and liabilities, is effective for fiscalyears beginning after November 15, 2008. The Company has determined thefinancial assets and liabilities subject to SFAS No. 157 are marketablesecurities and interest rate swap agreements (derivatives).

 

            *FairValue Hierarchy*

 

SFASNo. 157 specifies a hierarchy of valuation techniques based upon whether theinputs to those valuation  techniques reflect assumptions other marketparticipants would use based upon market data obtained from independentsources (also referred to as observable inputs).  In accordance with SFAS No.157, the following summarizes the fairvalue hierarchy:

 

•     Level 1 - Quoted prices in activemarkets that are unadjusted and accessible at the measurement date foridentical, unrestricted assets or liabilities;

 

•    Level 2 - Quoted prices foridentical assets and liabilities in markets that are not active, quoted pricesfor similar assets and liabilities in active markets or financial instrumentsfor which significant observable inputs are available, either directly orindirectly such as interest rates and yield curves that are observable at commonlyquoted intervals; and 

 

•     Level 3 - Prices or valuationsthat require inputs that are unobservable.

 

In certain cases, the inputs used to measure fairvalue may fall into different levels of the fair value hierarchy. In suchcases, the level in the fair value hierarchy within which the fair valuemeasurement in its entirety falls has been determined based on the lowest levelinput that is significant to the fair value measurement in its entirety.  TheCompany’s assessment of the significance of a particular input to the fairvalue measurement in its entirety requires judgment, and considers factorsspecific to the asset or liability.

 

*Items Measured at Fair Value on a Recurring Basis*

 

Marketable securities are marked to market based uponthe last sale of the period obtained from recognized stock exchanges.  Interestrate swaps (derivatives) are valued by an estimate of the net present value ofthe expected cash flows from each transaction between the Company and Counterpartyusing relevant mid-market data inputs and based on the assumption of no unusualmarket conditions or forced liquidation.

 

 

 
| **                       ** | **Fair Value Measurements**                                                                                 |
|------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                                                                                                                           | Level 1                                                                                                     | Level 2 | Level 3 |
| Available  for sale securities                                                                                                                 | $1,121,767                                                                                                  |     $             -0- |     $   -0- |
| Interest  rate swap agreements (negative fair value)                                                                                           |                    -0- |    (3,684,187) |          -0- |
|       Total                                                                                                                | $1,121,767                                                                                                  |  $(3,684,187) |     $   -0- |

 

11

----

 

 

 

 

 

 

# FIRST HARTFORDCORPORATION AND SUBSIDIARIES

**NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS**

** **

**5.         FairValue Measurements (continued):**

 

In February 2007, the FASB issued SFAS No. 159, “TheFair Value Option for Financial Assets and Financial Liabilities - Including anAmendment of FASB Statement No. 115” which permits entities to choose tomeasure eligible items at fair value at specified election dates and reportunrealized gains and losses on items, for which the fair value option has beenelected, in earnings at each subsequent reporting date. SFAS No. 159 waseffective for the Company’s fiscal years beginning May 1, 2008. The adoption ofSFAS No. 159 in fiscal 2009 did not have an impact on the Company’s condensedconsolidated results of operations or financial position, as the Company hasnot elected the fair value option for any of its eligible financial assets orliabilities.

 

**6.         RecentAccounting Pronouncements**

** **

In December 2007, the FASB issued SFAS No. 141(revised 2007), “Business Combinations” (SFAS 141(R)), whichreplaces SFAS No 141, “Business Combinations.” SFAS 141(R) retains the underlyingconcepts of SFAS 141 in that allbusiness combinations are still required to be accounted for at fair valueunder the acquisition method of accountingbut SFAS 141(R) changed the method of applying the acquisition method ina number of significant aspects. Acquisition costs will generally be expensedas incurred; non-controlling interestswill be valued at fair value at the acquisition date; in-process research anddevelopment will be recorded atfair value as an indefinite-lived intangible asset at the acquisition date;restructuring costs associatedwith a business combination will generally be expensed subsequent to theacquisition date; and changes indeferred tax asset valuation allowances and income tax uncertainties after theacquisition date generally will affect incometax expense. SFAS 141(R) is effective on a prospective basis for all business combinationsfor which the acquisition date is on or after the beginning of the first annualperiod subsequent to December 15, 2008, withthe exception of the accounting for valuation allowances on deferred taxes and acquiredtax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made tovaluation allowances on deferredtaxes and acquired tax contingencies associated with acquisitions that closedprior to the effective date of SFAS 141(R)would also apply the provisions of SFAS 141(R). Early adoption is not permitted.

 

In December 2007, the FASB issued Financial AccountingStandards No. 160, “Non-controlling Interests in Consolidated FinancialStatements – an amendment of ARB No. 51.” This statement is effective forfiscal years, and interim periods within those fiscal years, beginning on orafter December 15, 2008, with earlier adoption prohibited. This statement requiresthe recognition of a non-controlling interest (minority interest) as equity inthe consolidated financial statements and separate from the parent’s equity.The amount of net income attributable to the non-controlling interest will beincluded in consolidated net income on the face of the income statement. Italso amends certain of ARB No. 51’s consolidation procedures for consistencywith the requirements of SFAS 141(R). This statement also includes expandeddisclosure requirements regarding the interests of the parent and itsnon-controlling interest.Theimpact to the Company of SFAS No. 160 is currently being evaluated and has notyet been determined.

 

In March 2008, the FASB issued SFAS No. 161,“Disclosures about Derivative Instruments and Hedging Activities,” whichchanges the disclosure requirements for derivative instruments and hedgingactivities. SFAS No. 161 requires enhanced disclosures about (a) how and why anentity uses derivative instruments, (b) how derivative instruments and relatedhedged items are accounted for under SFAS No. 133, “Accounting for DerivativeInstruments and Hedging Activities” and its related interpretations, and (c)how derivative instruments and related hedged items affect an entity’sfinancial position, financial performance, and cash flows. This statement’sdisclosure requirements are effective for fiscal years and interim periodsbeginning after November 15, 2008.  The impact to the Company of SFAS No. 161is currently being evaluated and has not yet been determined.

 

 

 

12

 

----

 

**FIRSTHARTFORD CORPORATION AND SUBSIDIARIES**

 

**7.         Subsequent Events**

 

On March 20, 2009,the United States District Court-District of Maine issued a finding of Fact and Conclusions of Law Part 2:Valuations. The Court found that the value of the Company on the valuation date(September 15, 2005) was $15,000,000 and that the Plaintiff owned approximately19.1% of the shares. A determination has yet to be made as to the method ofpayment. An obligation to redeem of $2,900,000 has been accrued on the January 31, 2009Balance Sheet. The Company is still considering its legal options.

 

 

**Item 2.**            **MANAGEMENT****'S DISCUSSION AND ANALYSIS OF FINANCIAL**

**CONDITION AND RESULTS OF OPERATIONS**

 

Thefinancial and business analysis below provides information which the Companybelieves is relevant to an assessment and understanding of the Company's financial position andresults of operations.  This financial and business analysis should be read inconjunction with the condensed consolidated financial statements and relatednotes.

 

The following discussionand certain other sections of this Report on Form 10-Q contain statementsreflecting the Company'sviews about its future performance and constitutes "forward-looking statements" under the PrivateSecurities Litigation Reform Act of 1995.  These views may involve risks anduncertainties that are difficult to predict and may cause the Company's actual results to differmaterially from the results discussed in such forward-looking statements. Readers should consider how various factors including changes in generaleconomic conditions, cost of materials, interest rates and availability offunds, and the nature of competition and relationships with key customers mayaffect the Company'sperformance.  The Company undertakes no obligation to update publicly any forward-lookingstatements, whether as a result of new information, future events or other.

 

### Critical Accounting Policies

 

The discussion and analysis of financial condition andresults of operations is based upon the condensed consolidated financialstatements contained in Item 1 in this Quarterly Report.  The condensedconsolidated financial statements include the accounts of the Company and itscontrolled affiliates.  The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and the disclosure of contingent assets andliabilities as of the date of the financial statements and the reported amountsof revenues and expenses for the reporting period.  Actual results could differfrom those estimates.

** **

Thediscussion included in Item 7 of our Annual Report on Form 10-K for the yearended April 30, 2008 under the subheading "Critical Accounting Policiesand Estimates" is still considered current and applicable, and is herebyincorporated into this Quarterly Report on Form 10-Q.

 

Resultsof Operations

 

Therewas a single parcel of real estate sold during the nine month period ended January 31, 2009 which consisted of an out-parcel from our shopping center inEdinburg, Texas.  The transaction closed on October 15, 2008 and consisted of adeveloped lot sold to a local bank.   During the three month period endedJanuary 31, 2008, the Company completed the final sale of certain property in Bangor, Maine, which was also the only sale of real estate for the nine month period endedJanuary 31, 2008. Rentalincome for the three and nine month periods ended January 31, 2009 increasedapproximately $608,000 and $1,212,000, respectively.  The majority of theincrease is from new rental income of approximately $540,000 and $725,000 fromour Edinburg, Texas Shopping Center.  Service income increased approximately$336,000 and $744,000 

 

 

 

13

 

----

 

 

 

 

 

 

 

**FIRST HARTFORDCORPORATION AND SUBSIDIARIES**

 

**Item 2.**           **MANAGEMENT****'****S DISCUSSION AND ANALYSIS OF FINANCIAL**

**CONDITION AND RESULTS OF OPERATIONS (continued)**

 

Resultsof Operations (continued):

 

for thethree and nine month periods ended January 31, 2009.  The majority of theincreases are from additional fees earned from our CVS Pharmacy business andfrom management fees from a new housing project (not owed at this time).  

 

Rentalexpense has increased approximately $422,000 and $966,000 for the three andnine month periods ended January 31, 2009 as a result of costs relating to our Edinburg, Texas Shopping Center.  

 

Increasesin service expenses for the period are a result of increased CVS activities.

 

Aportion of certain salaries (engineering, purchasing, legal, etc.) arecapitalized in connection with the development and construction of specificproperties. Due to very low levels of construction during the three monthperiod ended January 31, 2009, the majority of these costs have not beencapitalized and have been charged to selling, general and administrativeexpenses for the period.

 

Byarrangement with the Lender, the Company has not paid any interest for theperiod ended January 31, 2009 for the shopping center in North Adams, Massachusetts.  This will continue until an escrow is fully funded to finish the remainingvacant spaces in the center.  We project that this will happen by August 1,2009.  At that time, mortgage interest of 5.5% will start on the $12,575,000mortgage.  Increases in interest expense for the nine month period endedJanuary 31, 2009 are attributable to placing in service a portion of the Edinburg Shopping Center in October 2008.

 

Minorityinterest is a result of the loss from Rockland Apartments being charged to theLimited Partner (owner of a 99.99% interest).

 

CapitalResources and Liquidity:

 

Wecurrently have a $2,000,000 line of credit with a subsidiary of the Royal Bankof Scotland.  At this time, only a $342,000 Letter of Credit is outstandingagainst that line.  We have been informed by the bank that the line whichexpires in June of 2009 will not be extended.  We will have to find other resourcesto replace the Letter of Credit.

 

TheCompany has adequate cash and sufficient available credit to meet our currentobligations.  However, banks may not be funding  construction or mortgage loansfor sometime, which does not bode well for new projects.  We cannot estimatewhen that will change.

 

Includedin cash are cash accounts which are earmarked for the business purpose ofspecific consolidated entities and are not available to fund the Company’sgeneral operations. As of January 31, 2009 such cash accounts which may not beused for other than their intended purpose totaled approximately $1.8 million.

 

Additionally,$994,000 of marketable securities are in a consolidated entity of which theCompany owns 50%.

 

Althoughwe believe our available cash is presently adequate to meet our needs, the cashrequirements of the potential purchase of the shares of a dissidentshareholder, as discussed in Part I Note 7 of this document, is still to bedetermined.

 

14

 

----

 

 

 

**FIRSTHARTFORD CORPORATION AND SUBSIDIARIES**

 

**Item 2.**           **MANAGEMENT****'****S DISCUSSION AND ANALYSIS OF FINANCIAL**

**CONDITION AND RESULTS OF OPERATIONS (continued)**

 

CapitalResource and Liquidity (continued):

 

| Contractual Obligations | Total          | Less than 1 year | 1-3 years  | 3-5 years  | More than 5 years |
|-------------------------|----------------|------------------|------------|------------|-------------------|
|                    |           |             |       |       |              |
| Long-Term Debt          | $111,402,522   | $1,091,402       | 38,931,958 | $3,074,420 | $68,304,742       |
|                    |           |             |       |       |              |
| Short-Term Debt         | 3,641,691      | 3,641,691        |       |       |              |
|                    |           |             |       |       |              |
| Purchase Obligations    | 117,433        | 117,433          |       |       |              |
|                    |           |             |       |       |              |
| Tenant Allowance        |   177,000 | 177,000          |       |       |              |
|                    |           |             |       |       |              |
| Total                   | $115,338,646   | $5,027,526       | 38,931,958 | $3,074,420 | $68,304,742       |

 

**Item 3.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK**

 

Smallerreporting companies are not required to provide the information required bythis item.

 

**Item 4.            CONTROLS AND PROCEDURES**

 

Evaluation of Disclosure Controls and Procedures 

We maintain “disclosure controls andprocedures,” as such term is defined in Rule 13a-15(e) under the SecuritiesExchange Act of 1934 (the “Exchange Act”), that are designed to ensure thatinformation required to be disclosed in our Exchange Act reports is recorded,processed, summarized and reported within the time periods specified in theSecurities and Exchange Commission rules and forms, and that such informationis accumulated and communicated to our management, including our President andTreasurer, as appropriate, to allow timely decisions regarding requireddisclosure. We conducted an evaluation (the “Evaluation”), under thesupervision and with the participation of our President and Treasurer, of theeffectiveness of the design and operation of our disclosure controls andprocedures (“Disclosure Controls”) as of the end of the period covered by thisreport pursuant to Rule 13a-15b of the Exchange Act. Based on this Evaluation,our President and Treasurer concluded that because of weaknesses in our controlenvironment, our Disclosure Controls were not fully effective as of the end ofthe period covered by this report. Notwithstanding weaknesses in our controlenvironment, as of January 31, 2009, we believe that the condensed consolidatedfinancial statements contained in this report present fairly the Company’sfinancial condition, results of operations and cash flows for the periodspresented.

 

Changes in Internal Control Over FinancialReporting

 

 

Asof the end of the period covered by this report, there have been no changes ininternal control over financial reporting (as defined in Rule 13a-15(f) of theExchange Act) during the period covered by this report, that materiallyaffected, or are reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

 

 

15

 

----

 

 

 

 

 

 

 

**FIRST HARTFORD CORPORATION ANDSUBSIDIARIES**

 

PARTII           OTHER INFORMATION

 

**Item 1.             LEGAL PROCEEDINGS**

 

Therehave not been any material developments in the legal proceedings we describedin our Annual Report on Form 10-K for the year ended April 30, 2008, except forthe issuance of a finding related to valuation on the Kaplan Suit on March 20,2009. Please see part I, note 7, Subsequent Events.

 

**Item 1A.          RISK FACTORS**

 

Smallerreporting companies are not required to provide the information required bythis item.

 

**Item 2.             UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

** **

(a)       Not Applicable.

 

(b)       Not Applicable.

 

(c)       Not Applicable.

** **

**Item 3.             DEFAULTS UPON SENIOR SECURITIES**

 

(a)       Not Applicable.

 

(b)       Not Applicable. 

 

**Item 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

 

(a)        The annual meeting of The Companywas held on November 20, 2008.

 

(b)        Elected as Directors:

Neil H. Ellis, David Harding and Stuart Greenwald

(c)                

| Director  | Votes For | Votes Withheld | Abstention |
|-----------|-----------|----------------|------------|
| Ellis     | 2,160,769 | 456,029        | none       |
| Harding   | 2,162,669 | 454,129        | none       |
| Greenwald | 2,162,669 | 454,129        | none       |

 

(d)        Not Applicable

 

**Item 5.             OTHER INFORMATION**

** **

None

 

 

 

 

16

 

----

 

 

 

 

 

**FIRST HARTFORD CORPORATION ANDSUBSIDIARIES**

** **

PARTII           OTHER INFORMATION (continued):

** **

**Item 6.             EXHIBITS**

 

a)         Exhibits:

 

Exhibit 31.1      Certificationof Chief Executive Officer, pursuant to Rule 13a-14(c) under the SecuritiesExchange Act of 1934.

 

Exhibit 31.2      Certificationof Chief Financial Officer, pursuant to Rule 13a-14(c) under the SecuritiesExchange Act of 1934.

 

Exhibit 32.1      Certificationof Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.

 

Exhibit 32.2      Certificationof Chief Financial Officers, pursuant to 18 U.S.C. Section 1350.

 

 

 

 

 

 

 

 

 

 

 

17

----

 

 

#### SIGNATURES

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|  
First Hartford Corporation

 
			(Registrant)

 
			 

 
			/s/ Neil H. Ellis

			March 25, 2009
			______________________________

			Date 
Neil H. Ellis B President and			

 
			Chief Executive Officer

 
			 

 
			/s/ Stuart I. Greenwald

			March 25, 2009
			______________________________

			Date 
Stuart I.Greenwald B Treasurer 

 
			and Chief Financial Officer

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	18
  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|