FIRST HARTFORD CORP - 10-Q Quarterly Report

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to _________________________________________
Commission file number __________________________________________________________

First Hartford Corporation and Subsidiaries
(Address of principal executive offices)
(Zip Codes)

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

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ___
Amendment _____________________________________________________________________

Amended effective November 15, 2002; compliance and phase-in details in Release No. 33-8128
(¶ 86,724), 67 F.R. 58480
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):
Yes No x
End of Amendment _______________________________________________________________

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes x No ____

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 3,089,648 shares of common stock as of October 31, 2004.

	October 31, 2004	April 30, 2004
	(unaudited)	(audited)

Real Estate and equipment:
Developed properties	$25,667,762	$24,274,133
Equipment and leasehold improvements	161,439	120,931
	25,829,201	24,395,064

Less accumulated depreciation	2,258,616	1,933,189
	23,570,585	22,461,875

Properties under construction	2,742,521	0
	26,313,106	22,461,875

Cash	489,445	1,500,030

Investment in marketable securities	536,713	676,680

Accounts and notes receivable, less allowance for doubtful accounts of $31,600 in October 31 and April 30, 2004	337,568	911,901

Deposits, escrows and prepaid and deferred expenses	3,138,696	2,489,014

Investment in affiliates	354,110	239,519

Due from related parties and affiliates	662,612	966,105

Deferred tax assets (net of valuation allowance of $1,350,000 in October 31 and April 30, 2004).	900,000	900,000
	$32,732,250	$30,145,124

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

PART I - FINANCIAL INFORMATION
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	October 31, 2004	April 30, 2004
Liabilities:	(unaudited)	(audited)

Mortgages, notes payable;
Construction loans	$0	$5,563,476
Mortgages payable	30,402,963	21,053,453
Notes payable - other	1,444,613	1,586,601
	31,847,576	28,203,530

Accounts payable	1,288,067	1,737,212
Accrued liabilities	337,650	571,828
Accrued cost of derivatives	0	179,059
Minority interest	(70,000)	19,179
Deferred income	238,301	78,654
Other liabilities	575,152	560,998
Due to related parties and affiliated	83,428	95,786
	34,300,174	31,446,246

Shareholder's Equity (deficiency):

Common Stock, $1 par; authorized 6,000,000 Shares; issued 3,322,213 shares	3,322,213	3,322,213
Capital in excess of par	5,182,645	5,182,645
Deficit	(7,775,784)	(7,450,371)
Unearned stock compensation	(209,896)	(291,146)
Accumulated comprehensive income	(18,144)	3,661
	501,034	767,002

Less 232,565 shares at October 31, 2004 and 232,228 shares at April 30, 2004 of common stock held in Treasury, at cost.	2,068,958	2,068,124
	(1,567,924)	(1,301,122)
	$32,732,250	$30,145,124

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


Three Months Ended			Six Months Ended
October 31, 2004 October 31, 2003			October 31, 2004 October 31, 2003
		(Restated)		(Restated)
Revenues:
Sale of real estate	$0	$73,096	$128,500	$73,096
Construction	29,958	17,655	127,847	104,947
Rental income	1,174,741	398,193	2,255,635	762,121
Gain on derivatives	0	0	29,059	0
Other/Service Income	305,745	38,790	416,626	135,218
Equity/loss in earnings of affiliates	84,514	111,731	195,621	218,462
Non-recurring items	0	133,146	0	133,146
	1,594,958	772,611	3,153,288	1,426,990

Cost and Expenses:
Cost of sales, real estate	0	15,771	15,304	15,771
Construction	24,194	15,332	30,939	21,376
Operating	425,395	205,011	777,330	423,595
Interest	365,111	186,115	695,883	378,714
Loss on derivatives	0	0
Depreciation and amortization	205,999	58,049	408,206	115,776
General and administrative	548,576	374,127	1,043,250	794,518
Property taxes	180,666	34,911	337,722	72,906
	1,749,941	889,316	3,308,634	1,822,656

Loss before discontinued operation	(154,983)	(116,705)	(155,346)	(395,666)

Discontinued Operation:
Gain on operations of shopping center sold	0	123,452	0	169,368

Net income (loss) before income tax	(154,983)	6,747	(155,346)	(226,298)

State income tax provision	4,000	0	8,995	4,151


Net income (loss) before minority interest	(158,983)	6,747	(164,341)	(230,449)

Minority interest	(74,381)	0	(161,071)	0
Net income (loss)	(233,364)	6,747	(325,412)	(230,449)

Other comprehensive loss, net of taxes	0	0	(21,805)	0

Net income (loss)	(233,364)	6,747	(347,217)	(230,449)

Net income (Loss) per Share	(0.08)	0.00	(0.11)	(0.07)

Weighted Average Number of Shares Outstanding	3,089,648	3,089,985	3,089,816	3,089,985

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

FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003


	Three Months Ended		Six Months Ended
	October 31, 2004 October 31, 2003		October 31, 2004 October 31, 2003
		(Restated)		(Restated)
Cash Flows from operating activites:
Net Profit (loss)	($233,364)	$6,747	($325,412)	$(230,449)

Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of property	0	(57,325)	0	(57,325)
Depreciation	158,842	119,446	325,427	236,401
Amortization	47,157	12,222	82,779	24,194
Adjustment of potential cost of derivatives	(150,000)	0	(179,059)	0
Amortized unearned stock compensation	40,625	0	81,250	0

Changes in assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable, net	135,845	405,934	574,333	4,539
Deposits, escrows, prepaid and deferred expense	(1,289,152)	(225,978)	(732,461)	(398,653)
Increase (decrease) in:
Accrued liabilities	(379,160)	(45,726)	(234,179)	(128,970)
Undistributed Minority Interest	(105,619)	0	(89,179)	0
Other liabilities	36,827	(18,176)	14,154	36,064
Deferred Income	40,356	0	159,647	0
Accounts payable	377,577	(7,487)	(449,145)	450,779
Net cash used in operating activities	(1,320,066)	189,657	(771,845)	(63,420)

Cash flows from investing activities:
Investment in affiliates	(47,733)	42,769	(114,591)	770,939
Investment in Marketable Securities	(73,039)	0	118,162	0
Purchase of equipment and leasehold improvements	(7,556)	(1,559)	(40,508)	(4,022)
Payments for:
Treasury Stock	(834)	0	(834)	0
Additions to properties under construction	(2,253,795)	6,726	(4,136,150)	(42,371)
Net cash used in investing activities	(2,382,957)	47,936	(4,173,921)	724,546

Cash flows from financing activities:
Proceeds from:
Construction loan payable	1,033,586	261,596	2,342,024	445,134
Mortgage payable	14,850,000	0	14,850,000	0

Principal payments on:
Construction loan payables	(7,905,500)	0	(7,905,500)	0
Mortgage payable	(5,287,015)	(240,577)	(5,500,490)	(571,167)
Notes payable	(77,719)

PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements

	Consolidated Balance Sheets -
	October 31, 2004 (unaudited) and April 30, 2004 (audited)	3 & 4

	Consolidated Statements of Operations and Comprehensive Loss
	For the Three Months and Six Months
	Ended October 31, 2004 and 2003 (unaudited)	5

	Consolidated Statements of Cash Flows
	For the Three Months and Six Months
	Ended October 31, 2004 and 2003 (unaudited)	6-7

	Notes to Consolidated Financial Statements	8-10

Item 2.	Management's Discussion and Analysis	11 - 13

Item 3.	Quantitative and Qualitative Disclosures
	About Market Risk	13

Item 4.	Controls and Procedures	14

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 2.	Changes in Securities, use of Proceeds And Issuer Purchases of
	Equity Securities	15

Item 3.	Defaults Upon Senior Executives	15

Item 4.	Submission of Matters to a Vote Of Security Holders	16

Item 5.	Other Information	16

Item 6.	Exhibits and Reports on Form 8-K	16-18

	Signatures	17,18