SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For Fiscal Year Ended | Commission File No. 0-8862 |
| April 30, 2004 |
FIRST HARTFORD CORPORATION AND SUBSIDIARIES
(Exact name of registrant as specified in its charter)
Maine 01-0185800
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 1270, 149 Colonial Road, Manchester Connecticut 06045-1270
(Address of principal executive offices) (Zip Code)
(860) 646-6555
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
1. Common Stock, par value of $1 per share
The Company hereby indicates by checkmark whether it (1) has filed all reports required to be filed by Section 11 or 10 (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 _____
Based on the most recent sales, the aggregate market value of the voting stock held by non-affiliates of the Company was approximately $3,090,000.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: 3,089,985
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To The Shareholders of
First Hartford Corporation and Subsidiaries
Manchester, Connecticut
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying consolidated balance sheets of First Hartford Corporation and Subsidiaries (the "Company") as of April 30, 2004 and 2003, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the three years in the period April 30, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements and related schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and related schedules. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Hartford Corporation and Subsidiaries as of April 30, 2004 and 2003, and the results of its consolidated operations and consolidated cash flows for each of the three years in the period ended April 30, 2004 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the financial statements, the Company changed its policy for (1) calculating rental revenue on long-term leases under Statement of Financial Accounting Standards ("SFAS") No. 13 "Accounting for Leases" (2) presenting discontinued operations under SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and (3) Recognizing the value of an interest rate swap under SFAS No. 149 "Amendment of Statement No. 33 on Derivative Instruments and Hedging Activities".
Farmington, Connecticut
July 27, 2004
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
Thereunto Duly Authorized.
Dated: September 14, 2004
FIRST HARTFORD CORPORATION
By: /s/ Neil H. Ellis
Neil H. Ellis
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
September 14, 2004 /s/ Neil H. Ellis
Neil H. Ellis
Principal Executive Officer
President and Director
September 14, 2004 /s/ Stuart I. Greenwald
Stuart I. Greenwald
Principal Financial Officer
Principal Accounting Officer
Secretary, Treasurer and Director