First Hartford : FY 2022 Quarterly Disclosure Statement

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

First Hartford Corporation

149 Colonial Road

Manchester, Connecticut 06042 _______________________________

[phone]

https://firsthartford.com/[e-mail] NAICS code: 53. NAICS subcode: 531190

Quarterly Report

For the Period Ending: January 31, 2022

(the "Reporting Period")

As of the current period fiscal year ended January 31, 2022, the number of shares outstanding of our Common Stock was : 2,278,664

As of the prior period fiscal quarter ended October 31, 2021, the number of shares outstanding of our Common Stock was : 2,278,664

As of the most recent fiscal year ended April 30, 2021, the number of shares outstanding of our Common Stock was : 2,278,664

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☐

Not applicable: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1)Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

None in past forty years

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g., active, default, inactive):

State of Maine. Incorporated 1909. In good standing in Maine.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None in past 12 months

The address(es) of the issuer's principal executive office:

149 Colonial Road

Manchester, Connecticut 06042

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☐

149 Colonial Road

Manchester, Connecticut 06042

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

Not applicable

2)Security Information

Trading symbol:	FHRT
Exact title and class of securities outstanding:	Common Stock
CUSIP:	320488199
Par or stated value:	$1

Total Common shares authorized: Total Common shares outstanding:

• 6,000,000 as of date: January 31, 2022

• 2,278,664 as of date: January 31, 2022

Number of Common shares in the Public Float2:	608,217	as of date: January 31, 2022
Total number of shareholders of record:	208	as of date: January 31, 2022
No: ☐

All additional class(es) of publicly traded securities (if any):

None

Transfer Agent

Name:

Continental Stock Transfer & Trust Company

Phone: Email: Address:

212 [e-mail]

1 State Street, 30th Floor

New York, New York 10004-1561

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

Over the past two years the issuer has not issued any shares of capital stock.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent

Fiscal Year End:

Opening Balance

Date April 30, 2019

Common: 2,314,564

Preferred: -0-

Date of TransactionTransaction type (e.g., new issuance, cancellation, sharesNumber of Shares Issued (or cancelled)Class of SecuritiesValue of shares issued ($/per share) at IssuanceWere the shares issued at a discount to market price at the timeIndividual/ Entity Shares were issued to (entities must have individual with voting / investmentReason for share issuance (e.g. for cash or debt conversion) -OR-Nature ofRestricted or Unrestricted as of this filing.

Exemption or Registration Type.

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

returned to treasury)	of issuance? (Yes/No)	control disclosed).	Services Provided
12/6/2019	Share Buyback - shares retired by Company	(34,900)	Common	$2.92	No	Alan & Arlene Zagon	Buyback from shareholder	Unrestricted	N/A
4/28/2021	Purchase of shares on open market; added to treasury	(1,000)	Common	$4.80	No	First Hartford Corp	Purchase of shares; added to treasury	Unrestricted	N/A
Shares Outstanding on Date of This Report:EndingBalance Ending Balance: Date January 31, 2022 Common: 2,278,664 Preferred: -0-

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018 through September 30, 2020 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder (entities must have individual with voting / investment control disclosed).	Reason for Issuance (e.g. Loan, Services, etc.)

Use the space below to provide any additional details, including footnotes to the table above:

4)Financial Statements

• A. The following financial statements were prepared in accordance with:

  ☒ U.S. GAAP

  ☐ IFRS

• B. The unaudited financial statements for the quarterly reporting period of FQE January 31, 2022 were prepared by the following:

Name:	Eric Harrington
Title:	Treasurer
Relationship to Issuer:	Officer

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

Unaudited Financial Statements for FQE January 31, 2022 consisting of:

• a. Balance sheet;

• b. Statement of income;

• c. Statement of cash flows;

• d. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity);

• e. Financial notes; and

• f. Attorney letter (N/A)

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

The issuer is filing its quarterly unaudited financial statements through OTCIQ as a separate report.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

5)Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")

First Hartford Corporation and its subsidiaries (collectively, the "Company"), is engaged in two business segments: (1) the purchase, development, ownership, management and sale of real estate, and (2) providing preferred developer services for three corporate franchise operators (i.e., "Fee for Service").