**NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.**


**FINANCIAL
      CODE OF ETHICS**




As
      a
      public company, it is of critical importance that Northeast Automotive Holdings,
      Inc. (“NEAH”) filings with the Securities and Exchange Commission be accurate
      and timely. Depending on their position with NEAH, employees may be called
      upon
      to provide information to assure that NEAH’s public reports are complete, fair,
      and understandable. NEAH expects all of its employees to take this
      responsibility seriously and to provide prompt and accurate answers to inquiries
      related to NEAH’s public disclosure requirements.




NEAH’s
      Finance Department bears a special responsibility for promoting integrity
      throughout NEAH, with responsibilities to stakeholders both inside and outside
      of NEAH. The Chief Executive Officer (CEO), Chief Financial Officer (CFO),
      and
      Finance Department personnel have a special role both to adhere to the
      principles of integrity and also to ensure that a culture exists throughout
      NEAH
      as a whole that ensures the fair and timely reporting of NEAH’s financial
      results and conditions. Because of this special role, the CEO, CFO, and all
      members of NEAH’s Finance Department are bound by NEAH’s Financial Code of
      Ethics, and by accepting the Financial Code of Ethics, each agrees that they
      will:




-
             Act with honesty and integrity,
      avoiding actual or actual conflicts of interest in personal and professional
      relationships.




-
             Provide information that is accurate,
      complete, objective, relevant, timely and understandable to ensure full, fair,
      accurate, timely, and understandable disclosure in the reports and documents
      that NEAH files with, or submits to, government agencies and in other public
      communications.




-
             Comply with the rules and regulations
      of federal, state and local governments, and other appropriate private and
      public regulatory agencies.




-
             Act in good faith, responsibly, with
      due care, competence and diligence, without misrepresenting material facts
      or
      allowing one’s independent judgment to be subordinated.




-
             Respect the confidentiality of
      information acquired in the course of one’s work, except when authorized or
      otherwise legally obligated to disclose. Confidential information acquired
      in
      the course of one’s work will not be used for personal advantage.




-      
         Share job knowledge and maintain skills important and relevant to
        stakeholders needs.




-
             Proactively promote and be an example
      of ethical behavior as a responsible partner among peers, in the work
      environment and in the community.




-
             Achieve responsible use of, and
      control over, all NEAH assets and resources employed by, or entrusted to
      yourself, and your department.




-
             Receive the full and active support
      and cooperation of NEAH’s Officers, Sr. Staff, and all employees in the
      adherence to this Financial Code of Ethics.




-
             Promptly report to the CEO or CFO any
      conduct believed to be in violation of law or business ethics or in violation
      of
      any provision of this Code of Ethics, including any transaction or relationship
      that reasonably could be expected to give rise to such a conflict. Further,
      to
      promptly report to the Chair of NEAH’s Audit Committee such conduct if by the
      CEO or CFO or if they fail to correct such conduct by others in a reasonable
      period of time.