UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended December 31,
2011



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from ___________
to ___________



Commission file number



NORTHEAST AUTOMOTIVE HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)



|Nevada                                                                         | 65-0637308                          
|------------------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation
        or
        organization) | (I.R.S. Employer Identification No.)
|                                                                               |                                     
|2174 Hewlett Avenue,
        Merrick,  New York                                | 11566                               
|(Address of principal executive offices)                                       | (Zip Code)                          



Registrant’s telephone number, including
area code:(516) 377-6311



|Securities registered under Section 12(b) of the Exchange Act:
|--------------------------------------------------------------
|                                                              
|Title of each class                                           
|None                                                          
|                                                              
|Securities registered under Section 12(g) of the Exchange Act:
|Common Stock, par value $.0001                                
|(Title of class)                                              



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

Yes  ̈    Nox



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ̈    Nox



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.x



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.x  Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.



|Large Accelerated Filer   ̈                    | Accelerated Filer     ̈    
|--------------------------------------------- | --------------------------
|                                              |                           
|Non-Accelerated Filer     ̈                    | Smaller reporting companyx
|(Do not check if a smaller reporting company)



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yeso  No  x



State issuer’s revenues for its most recent fiscal year.
$579,440



The aggregate market value of common stock held by non-affiliates
of the Registrant on December 31, 2011 based on the closing price on that date of $0.06 on the Over the Counter Bulletin Board
was $19,240. For the purposes of calculating this amount only, all directors, executive officers and shareholders owning in excess
of ten percent (10%) of the Registrant’s outstanding common stock have been treated as affiliates.



Number of shares of the registrant’s common stock outstanding
as of April 16, 2012: 554,017 shares of Common Stock.











TABLE OF CONTENTS



|           |                                                                                                      | Pg
|---------- | ---------------------------------------------------------------------------------------------------- | --
|Part I     |                                                                                                      |   
|           |                                                                                                      |   
|Item 1.    | Business.                                                                                            | 3 
|           |                                                                                                      |   
|Item 1A    | Risk Factors                                                                                         | 7 
|           |                                                                                                      |   
|Item 1B    | Unresolved Staff Comments                                                                            | 8 
|           |                                                                                                      |   
|Item 2.    | Properties                                                                                           | 8 
|           |                                                                                                      |   
|Item 3.    | Legal Proceedings.                                                                                   | 9 
|           |                                                                                                      |   
|Item 4.    | Submission of Matters to a Vote of Security Holders.                                                 | 9 
|           |                                                                                                      |   
|Part II    |                                                                                                      |   
|           |                                                                                                      |   
|Item 5.    | Market for Common Equity and Related Stockholder Matters, and issuer Purchases of Equity Securities. | 9 
|           |                                                                                                      |   
|Item 6     | Selected Financial Data                                                                              | 9 
|           |                                                                                                      |   
|Item 7.    | Management’s Discussion and Analysis of Financial Condition and Plan of Operations.                  | 9 
|           |                                                                                                      |   
|Item 7A    | Quantitative and Qualitative Disclosures About Market Risk                                           | 14
|           |                                                                                                      |   
|Item 8.    | Financial Statements.                                                                                | F1
|           |                                                                                                      |   
|Item 9.    | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.                | 15
|           |                                                                                                      |   
|Item 9A.   | Controls and Procedures.                                                                             | 15
|           |                                                                                                      |   
|Item 9B.   | Other Information.                                                                                   | 15
|           |                                                                                                      |   
|Part III   |                                                                                                      |   
|           |                                                                                                      |   
|Item 10.   | Directors, Executive Officers, of the Registrant.                                                    | 16
|           |                                                                                                      |   
|Item 11.   | Executive Compensation.                                                                              | 17
|           |                                                                                                      |   
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.      | 18
|           |                                                                                                      |   
|Item 13.   | Certain Relationships and Related Transactions and Director Independence.                            | 19
|           |                                                                                                      |   
|Item 14.   | Principal Accountant Fees and Services                                                               | 19
|           |                                                                                                      |   
|Part IV    |                                                                                                      |   
|           |                                                                                                      |   
|Item 15.   | Exhibits and Financial Statement Schedules                                                           | 19
|           |                                                                                                      |   
|Signatures | 20                                                                                                  



2







Except as otherwise required by the context,
all references in this prospectus to "we", "us”, "our", or "Company" refer to the operations
of Northeast Automotive Holdings, Inc., a Nevada corporation.



PART I

| | Item 1. | Business
| | ------- | --------



BACKGROUND



Northeast Automotive Holdings, Inc., (the “Company”),
was incorporated on October 12, 2007 in the State of Nevada.    Pursuant to an Agreement and Plan of Merger
with Northeast Auto Acceptance Corp., a Florida Corporation (“NEAA-FL”) in November 2007, we acquired title to all
property owned by NEAA-FL including its wholly owned subsidiary Northeast Auto Acceptance Corp., a New York  Corporation
(“NEAA-NY”).  All of our operating business is currently conducted through our subsidiary, NEAA-NY, and our
principal executive offices are located at 2174 Hewlett Avenue, Suite 206, Merrick, New York 11566. Our telephone number at this
address is (516) 377-6311.



OUR BUSINESS



The Company currently seeks to exploit its 15 years of experience
in the wholesale automobile industry and the inefficiencies and geographic differences in the used vehicle market by purchasing
high quality, late model used vehicle from dealers and institutional sellers in Northeastern states and transporting the vehicles
for resale in the Pacific Northwest . We are involved only in the wholesale purchase and sale of vehicles acting as a middleman
between various dealer and institutional sellers and dealer purchasers.  We generally sell our vehicles only through
established third-party auctions which act as a marketplace for used vehicles. We thus help align institutional used vehicle sellers
and wholesale buyers over a wide geographic area.



During our last audited year, which ended December 31, 2011,
we had total revenue of $579,440 and a net loss of $211,765.



We typically purchase vehicles from two types of sellers: institutional
sellers and dealers. Institutional sellers include vehicle manufacturers and their captive finance arms, banks, vehicle finance
companies, credit unions, other financial institutions, vehicle rental companies, commercial fleets and fleet management/licensing
companies. Selling dealers include licensed franchised, independent and wholesale vehicle dealers.  We deal only with
wholesale sellers and buyers and do not buy from or sell to individuals.  In addition, we do not purchase or sell scrap
vehicles.



As a principal in each transaction, we take title to, and ownership
of, the vehicles we purchase.  We generally earn revenue from reselling the used vehicles to dealers in other geographic
regions at a higher price than we paid to purchase the vehicles.



Our vehicles are purchased from institutional sellers and dealers
located within a limited geographic area, specifically, the Northeastern United States.  We currently resell all of these
vehicles at wholesale vehicle auctions in the Pacific Northwest.  On a weekly basis, we hire various third party automobile
transporters to ship our vehicles from the East coast where they are purchased to wholesale auctions in the Pacific Northwest.



Generally speaking, we do not own a vehicle for more than an
average of 14 days since our goal is to transport and then quickly sell, at a profit, the vehicles we purchase from sellers.



Although our business is not seasonal in nature, we do attempt
to take advantage of how seasonal tastes affect the buying habits of consumers.  For example, prior to the spring months
we attempt to purchase a greater number of sport vehicles since consumer demand for sports models increases in the spring and summer
months.  Likewise, prior to the winter months, we attempt to purchase more SUVs to meet the greater consumer demand in
the winter months.  In addition, the prices of certain kinds of used vehicles fluctuate with the season.  For
example, the prices of SUVs rise prior to the winter months and drop after the winter ends.



3







INDUSTRY OVERVIEW



With calendar year 2004 sales of approximately $367 billion,
used vehicles make up nearly half of the U.S. auto retail market, the largest retail segment of the economy. In calendar 2004,
there were an estimated 42.5 million used vehicles sold compared with 16.9 million new vehicles, of these vehicles approximately
9,666,000 were sold at auction, according to the National Auto Auction Association.  Our primary focus, late-model vehicles
that are one to six years old, is estimated at approximately $265 billion in annual sales and 20 million units per year.



The demand for used vehicles purchased at auction is driven
by the retail demand for used vehicles. Dealers in the United States sold approximately 29.5 million used vehicles in 2002, which
accounts for approximately 69% of the total used vehicle sales in the United States. The demand for used vehicles has grown due
to the increase in the number of households that have more than one vehicle, improvements by manufacturers to the quality of vehicles
that have extended vehicle lifespan and made used vehicles a more attractive option for retail vehicle buyers and the affordability
of used vehicles relative to new vehicles.



To satisfy this large demand for used vehicles, car dealers
that sell used vehicles utilize various sources of supply to stock their inventory, including trade-ins from customers on new and
used vehicle purchases, purchases from other dealers, wholesalers, individuals or other entities.  It has been our experience
that used vehicle dealers are increasingly relying upon wholesale used vehicle auctions, such as the auctions where we primarily
sell our vehicles, as a way to purchase high quality used vehicles and this has resulted in an increase in the number of used vehicles
sold annually at auctions and an increase in the attendance at auctions by used vehicle dealers.



OUR SALES AND DISTRIBUTION METHODS



We attempt to have a sales cycle of as little as ten days starting
with our purchase of a vehicle, transporting it to auction, reselling it at a profit and our receipt of full payment from the buyer.  On
a continual basis, we purchase used vehicles in the Northeast and transport and sell them in the Pacific Northwest. In doing so,
we seek to exploit a continual inefficiency in the used vehicle market.  That is, the supply of high quality, late model
used cars is more limited in the Pacific Northwest as compared to the Northeast, resulting in substantially higher wholesale prices.  This
anomaly in the used vehicle market is largely a factor of the Northeast’s larger population which results in a greater number
of cars being bought, sold and leased in the Northeast.  The increased number of used vehicles sold in the wholesale
market in the Northeast tends to create lower wholesale prices than would be paid for the same used vehicle in the Pacific Northwest.



We purchase used vehicles from one of two broad categories of
wholesale sellers: institutions and dealers. We do not purchase vehicles directly from private sellers. The majority of the vehicles
we buy are purchased from institutional sellers and dealers located within a limited geographic area, specifically, the Northeastern
United States.  When we purchase vehicles from institutional sellers, the purchases are most commonly made utilizing
a wholesale vehicle auction as a middleman, although, at times, we do purchase directly from institutional sellers.



Institutional sellers include vehicle manufacturers and their
captive finance arms, banks, vehicle finance companies, credit unions, other financial institutions, vehicle rental companies,
commercial fleets and fleet management/licensing companies.  The vehicles we purchase from these sellers include vehicles
that have come off lease, repossessed vehicles, rental and other program fleet vehicles that have reached a predetermined age or
mileage at which time they are automatically repurchased by manufacturers and vehicles purchased by dealers as trade-ins from consumers.  Our
most important sellers are the captive finance arms of automobile manufacturers such as GMAC and Ford Motor Credit.



We also purchase cars from selling dealers which include licensed
franchised, independent and wholesale vehicle dealers.  Most of the vehicles we purchase from selling dealers were acquired
by the dealers as trade-ins towards the purchase of a new vehicle since many new car dealers find it more efficient to sell trade-in
vehicles to wholesale dealers like us than to offer the vehicles in their own used car departments.



Although our business is not seasonal in nature, we do attempt
to take advantage of how seasonal tastes affect the buying habits of consumers.  For example, prior to the spring months
we attempt to purchase a greater number of sport vehicles since consumer demand for sports models increases in the spring and summer
months.  Likewise, prior to the winter months, we attempt to purchase more SUVs to meet the greater consumer demand in
the winter months.  In addition, the prices of certain kinds of used vehicles fluctuate with the season.  For
example, the prices of SUVs rise prior to the winter months and drop after the winter ends.



Our management has extensive experience in selecting used vehicles
for purchase.  Prior to purchase, we learn about the availability of our used vehicles being sold by institutional sellers,
directly from the sellers, either via their Web sites or from lists they provide to us.  We use a combination of industry
guidebooks and management’s experience in determining what the proper price to bid for and purchase a used vehicle.  Once
we successfully bid on a vehicle, we use third party contractors to inspect the vehicles for substantial defects and we reserve
the right to reject the purchase of any vehicle showing substantial defects.



4







Currently, we purchase vehicles, on a monthly basis, through
six (6) auction houses, which each comprise over ten percent (10%) of our purchases, namely, Skyline Auto Exchange, Southern Auto
Auction , ADESA Boston Auto Auction , NADE (National Auto Dealers Exchange) , ADESA New Jersey Auto Auction and   Manheim
Auto Auction.  It should be noted that we are not dependent upon any one auction house for our purchases, since in the
event that any particular auction house should go out of business, the sellers utilizing such auction house would shift to other
auctions.  We currently utilize a revolving line of credit of up to $975,000   provided by Manheim Automotive Financial
Services, Inc., an affiliate of Manheim Auto Auction, Inc. (“Manheim”).  Pursuant to such line of credit,
which is designed specifically for the purchase of vehicles from Manheim, we are obligated to repay each advance against the line
of credit in no more than 21 days after it is advanced to the Company.  The Manheim line of credit also contains several
other material terms, specifically, the loan is secured against vehicles purchase with the funds, we have agreed to maintain reasonable
amount of adequate cash necessary to operate our business and we have agreed not to make any material changes in our business or
material change in our capital structure.



The current focus of our sales activity is the sale of our vehicles
at wholesale auctions located in the Pacific Northwest.  On a weekly basis, we hire various non-union, third party automobile
shippers to transport our vehicles to wholesale auctions in the Pacific Northwest.  We utilize the services of established
third party vehicle shippers that take our vehicles from the New York metropolitan area and ship them to the Pacific Northwest
on our behalf.  We have non-exclusive arrangements with these shipping companies and we regularly contract with several
different transporters.



The average time it takes to ship a vehicle is five days.  Our
shipping costs are partially dependant on the price of fuel and may rise or fall depending upon the then-current fuel costs at
any point in time and as of December 31, 2011, our average cost to ship a vehicle is $17 per vehicle.  Once our vehicles
are shipped to the third party auction locations, they are cleaned and minor repairs, if necessary, are made by third party contractors
who are provided by the auction houses as add-on services available to all of its sellers.



We utilize third party wholesale used vehicle auctions for almost
all of our sales and they are a key element in our business.  Auctions serve as a real-time independent marketplace for
the industry and efficiently transfer ownership and title, administer the flow of funds between sellers and buyers of vehicles
and facilitate the storing, transporting, reconditioning and selling of vehicles.



By selling at wholesale auctions, we help assure that we receive
the highest possible prices for our vehicles in an efficient marketplace and we help assure that we can quickly sell the vehicles
we purchase.  Equally important, auctions assure payment from buyers by escrowing title until payment is received, so
that the Company’s credit risk on vehicle sales is substantially reduced.



We believe that auctions are the best means of transferring
ownership of used vehicles based on the short time-to-cash cycle auctions offer, the low cost of utilizing auctions as a percent
of the gross market value of the vehicles placed at auction and the relative transparency of the auction process.  As
a result, auctions offer a large and liquid market resulting in true real time market prices for each vehicle sold.



Growth Strategy



We are pursuing strategic initiatives that are designed to capitalize
on our underlying business strengths, grow our business and improve our profitability.  Key elements of our growth strategy
include:



Growing vehicle sales volume.  We expect to
grow our business by capitalizing on the increasing volume of used vehicles purchase and sold annually.  We intend to
increase vehicle volume from existing institutional customers and to add new accounts by increased marketing efforts and through
the acquisition of smaller competitors.



Identifying new markets.  We expect to expand
our resale efforts from the Pacific Northwest to other geographic markets within the United States where we can identify similar
market inefficiencies and where the supply of high quality, late model used vehicles is limited.



Acquisitions of Smaller Competitors.  We have
a large number of smaller competitors whose sales volume is less than ours, but who have established relationships with dealers
with whom we do not currently do business.  We plan on either acquiring one or more of these smaller competitors or entering
into other relationships with such companies which allows us to take advantage of their existing relationship.



Optimizing profit per vehicle sold. In 2011, we had a
net loss per car sold of $7,059. We plan to increase our average profit per car by negotiating better terms from sellers and
by reducing transportation costs through greater volume commitments to shippers and through the possible utilization of railroad
shipping for vehicles which are now available to us due to the larger number of vehicles that we now ship.



5







COMPETITIVE STRENGTHS



We believe that the following key competitive strengths are
critical to our continuing success:



Experienced management team. The members of our senior
management team have an average of 19 years of experience in the auto industry and have successfully grown our company to become
a leader in the wholesale used vehicle market. Our management team has accomplished this by implementing a disciplined strategy
of selective vehicle purchases and increasing sales. Over the past several years, our management team has demonstrated its ability
to efficiently and successfully integrate both large and small acquisitions of used vehicles and has increased the number of vehicles
bought and sold annually.



Established relationships with diversified customer base.
  Since the supply of high quality used vehicles is limited, our long standing business relationships with institutional
sellers and our ability to quickly close and pay for purchases are a strong competitive advantage. We have established strong business
relationships with selling dealers and institutional customers, such as vehicle manufacturers, financial institutions, rental agencies
and fleet companies. Our customer base is primarily comprised of repeat customers, which allows us to reduce the amount of time
required to close a purchase or sale and allows us access to dealer and institutional vehicles for sale which would not be available
to less established competitors.  Due to the diversity of our customer base, we do not have a major concentration of
business with any one customer on either the buy or sale side of a transaction.  In fact, none of sellers from which
we purchase vehicles, accounts for more than 10% of our purchasing volume and no one purchaser of our vehicles accounts for 10%
or more of our selling.  This diversity also allows us to better withstand changes in the economy and market conditions.  Our
sales and marketing team seeks to foster and maintain strong relationships with our customers through frequent contact and customer
service.  These open lines of communication allow us to be more responsive and timely in meeting our customers' needs
and goals, regardless of the size of their portfolio of vehicles.



Experienced Administrative Staff.  We have
developed streamlined administrative services which handle title processing and administrative paperwork resulting in lower administrative
costs, greater efficiency and reduced turnaround times for vehicles we purchase and sell.



COMPETITION



All aspects of the automotive industry are highly competitive.
We regularly compete for the purchase of used vehicles with small and large dealers and other wholesalers. At our auctions, we
compete with numerous other sellers of used vehicles including the same types of sellers from whom we purchase vehicles.



GOVERNMENTAL REGULATION



In addition to the laws and regulations which apply to all businesses,
our operations are subject to regulation, supervision and licensing under various state and local statutes and regulations applicable
to wholesale used vehicle dealers.  We are licensed by the New York State Department of Motor Vehicles as a wholesale
motor vehicles dealer and by the New Jersey Department of Motor Vehicles as an automobile leasing company. The cost of compliance
with all such regulations is minimal.



Since we sell automobiles and are not engaged in manufacturing,
we did not spend any material amounts on compliance with environmental laws.



EMPLOYEES



As of December 31, 2011, we had three full and part time employees,
including two in Sales and Support and one in Administration.  In addition, we have on-going relationships with six contractors
who work as sales representatives for the Company. Although talented and qualified employees are difficult to find in the current
tight job market, we have experienced relative success in attracting and retaining highly motivated and talented employees.



6







We believe that the future success of the Company will depend
in part on our continued ability to attract, integrate, retain and motivate highly qualified sales and managerial personnel, and
upon the continued service of our senior management. The competition for qualified personnel in our industry and geographical location
is intense, and there can be no assurance that we will be successful in attracting, integrating, retaining and motivating a sufficient
number of qualified personnel to conduct our business in the future. From time to time, we also employ independent contractors
to support our marketing and sales organization. We have never had a work stoppage, and no employees are represented under collective
bargaining agreements. We consider our relations with our employees to be good.



SUBSIDIARIES



We have one subsidiary, Northeast Auto Acceptance Corp., a New
York corporation, which was incorporated in 1996 and is a wholly-owned subsidiary of Northeast Automotive Holdings, Inc. (Formerly
Northeast Auto Acceptance Corp.), a Nevada corporation.  All of our operating business is handled by our New York subsidiary
and information contained herein regarding the business of the Company reflects the operating business of our New York subsidiary.



| | ITEM 1A. | RISK FACTORS
| | -------- | ------------



The Company is subject to various risks, including the risks
described below.  The Company’s business, operating results, and financial condition could be materially and adversely
affected by any of these risks. Additional risks not presently known to the company or that the Company currently deems immaterial
may also impair the business and its operations.



Economic Conditions and Gasoline Prices May Affect Sales.
In the normal course of business, the Company is subject to changes in general or regional U.S. economic conditions, including,
but not limited to, consumer credit availability, consumer credit delinquency and default rates, interest rates, gasoline prices,
inflation, personal discretionary spending levels, and consumer sentiment about the economy in general. Any significant changes
in economic conditions could adversely affect consumer demand and/or increase our costs resulting in lower profitability for the
Company.  In addition, our transportation costs are partially tied to the cost of gasoline and any additional increases
to the cost of gasoline may increase our costs and may result in lower profitability.



Our Business is Highly Competitive. The reselling of
late model used vehicles is a highly competitive business. The Company’s competition includes publicly and privately owned
franchised new car dealers and independent dealers, as well as millions of private individuals.  The company’s
competitors may sell the same or similar makes of vehicles that the Company offers in the same or similar markets at competitive
prices. Further, new entrants to the market could result in increased wholesale costs for used vehicles and lower-than-expected
vehicle sales and margins.   Additionally, competition on vehicle sales is increasing as these products are now
being marketed and sold over the Internet. Customers are using the Internet to compare pricing for cars and related financing,
which may further reduce the Company’s profitability.



Retail and Wholesale Prices May Vary Depending Upon Factors
Beyond the Company’s Control. Any significant changes in retail or wholesale prices for used and new vehicles could result
in lower sales and margins for the Company.  If any of the Company’s competitors seek to gain or retain market
share by reducing prices for used vehicles, the Company would likely reduce its prices in order to remain competitive, which may
result in a decrease in its sales and profitability and require a change in its operating strategies.



There are Risks Associated with Purchasing Inventory.
A reduction in the availability or access to sources of inventory would adversely affect the Company’s business. A failure
to adjust the price that the Company offers to purchase vehicles from sellers to stay in line with market trends, or a failure
to recognize those trends, could negatively impact the Company’s ability to acquire inventory.



We are Highly Dependant Upon Our Management and Workforce.
The Company’s success depends upon the continued contribution of its corporate management team. Consequently, the loss of
the services of key employees could have a material adverse effect on the Company’s results of operations. In addition, in
order to expand the Company’s business, the Company will need to hire additional personnel. The market for qualified employees
in the industry and in the regions in which the Company operates is highly competitive and may subject the company to increased
labor costs during periods of low unemployment.



We are Dependent Upon Our Information Systems. The Company’s
business is dependent upon the efficient operation of its information systems. In particular, the Company relies on its information
systems to effectively manage its sales, inventory and customer information. The failure of the Company’s information systems
to perform as designed or the failure to maintain and continually enhance or protect the integrity of these systems could disrupt
the Company’s business, impact sales and profitability, or expose the Company to customer or third-party claims.



Our Availability of Capital May Vary. Changes
in the availability or cost of capital and working capital financing, including the availability of long-term financing to support
development of the Company, could adversely affect the company’s growth and operating strategies. Further, the Company’s
current credit facilities contain certain financial covenants and the Company’s future credit facilities may contain covenants
and/or performance triggers. Any failure by the Company to comply with these covenants and/or performance triggers could have a
material adverse effect on the Company’s business.



7







Our Purchases and Sales are Geographically Concentrated.
The Company’s performance is subject to local economic, competitive, and other conditions prevailing in geographic areas
where the Company operates.  Since currently, all of our vehicles are purchased in the Northeast and are sold in the
Pacific Northwest, the Company’s current results of operations depend substantially on general economic conditions and consumer
spending habits in these markets.  In the event that any of the geographic areas in which the Company does business experiences
a downturn in economic conditions, it may adversely affect the Company’s business.  Furthermore, in the event that
the regional price discrepancies of vehicles that the Company exploits should decrease or disappear, it may adversely affect the
Company’s business.



We Currently Have Just One Director .  Our
Board of Directors is currently composed of just one member, our Chief Executive Officer William Solko.  Thus, without
any independent directors, conflicts of interest between the Company and our Chief Executive Officer may occur regarding issues
such as executive compensation.  We intend to increase the size of the Board of Directors in 2012.



Our Costs Are Partially Dependent Upon Fuel Costs.
Because all of the vehicles we purchase must be shipped from the Northeast to the Pacific Northwest, we are dependent upon variations
in the cost of fuel.  Any significant rise in the cost of fuel will increase our transportation costs and we may not
be able to pass these increased costs along to our customers, resulting in lower net profits on each vehicle we sell.



Patent and Trademarks



We currently do not own any patents, trademarks or licenses
of any kind and therefore we have no protected rights with respect to our services.



Governmental Regulations



Our operations are subject to regulations promulgated by various
government entities, including the New York State Department of Motor Vehicles and the New Jersey Department of Motor Vehicles.



We have not yet received regulatory approval to provide our
services. However, we will seek the necessary approvals from any governmental agencies required to conduct our business prior to
commencing operations.



We will operate in a highly regulated environment and be subject
to extensive supervision and examination. As a chartered trust company, we would be subject to state rules and regulations and
supervision by the State Department of Banking in which we will operate.  These laws are intended primarily for the protection
of clients and creditors, rather than for the benefit of investors and generally provide for and regulate a variety of matters,
such as minimum capital maintenance requirements; restrictions on dividends; restrictions on investments of restricted capital;
lending and borrowing limitations; prohibitions against engaging in certain activities; periodic examinations by the office of
the Department of Banking Commissioner; furnishing periodic financial statements to the Department of Banking Commissioner; fiduciary
record-keeping requirements; and sometimes prior regulatory approval for certain corporate events (such as mergers, sale/purchase
of all or substantially all of the assets and transactions transferring control of a trust company).



We may also be subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), and to the related regulations, insofar as we are a “fiduciary” under
ERISA with respect to some of our clients. ERISA and applicable provisions of the Code impose certain duties on persons who are
fiduciaries under ERISA or who provide services to ERISA plan clients and prohibit certain transactions involving ERISA plan clients.



We may also be subject to other regulatory agencies including
the Securities and Exchange Commission.  Our failure to comply with any of these regulatory requirements could have a
material adverse effect on us.



| | ITEM 1B. | Unresolved Staff Comments
| | -------- | -------------------------



Not applicable



| | Item 2. | Properties
| | ------- | ----------



Our executive offices are located at 2174 Hewlett Avenue, Suite
206, Merrick, New York 11566. The Company rents office space on a month-to-month basis at two locations. Rent expense was approximately
$7,800 for 2011 and $7,000 for 2010. We believe that these spaces are sufficient and adequate to operate our current business.



8







| | Item 3. | Legal Proceedings.
| | ------- | ------------------



The Company is not a party to any pending or threatened
legal proceedings.



| | Item 4. | Submission of Matters to a Vote of Security Holders.
| | ------- | ----------------------------------------------------



None.



PART II



| | Item 5. | Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchase of Equity Securities.
| | ------- | ------------------------------------------------------------------------------------------------------------



Market Information



Our common stock is currently quoted on the Over the Counter
Bulletin Board (“OTC BB”) under the symbol NEAU.  There is an extremely limited trading market for our common
stock.  The low and high share price during the year ended December 31, 2011 was $0.12 and $2.00 respectively. The low
and high share price during the year ended December 31, 2010 was $0.06 and $0.12 respectively.



Dividends



Holders of our common stock are entitled to receive dividends
if, as and when declared by the Board of Directors out of funds legally available therefor. We have never declared or paid any
dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business.
Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.



Recent Sales of Unregistered Securities



None.



| | Item 6. | Selected Financial Data
| | ------- | -----------------------



Not Applicable



| | Item 7. | Management’s Discussion and Analysis or Plan
of Operations.
| | ------- | -----------------------------------------------------------



MANAGEMENT'S DISCUSSION AND ANALYSIS



The following discussion and analysis addresses material changes
in the results of operations and financial condition of Northeast Automotive Holdings, Inc. and Subsidiaries (the “Company”
or“we”) for the periods presented. This discussion and analysis should be read
in conjunction with the Consolidated Financial Statements, the related Notes toConsolidated Financial Statements
and the Company’s other SEC filings and public disclosures.



This Form 10-K may contain “forward-looking statements”.
These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies,
competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”,
“will”, “could”, “should”, “would”, “project”, “believe”,
“anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”,
“intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently
involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks described below
under “Risk Factors” in Part I, Item 1b. The Company undertakes no obligation to update any forward-looking
statements for revisions or changes after the date of this Form 10-K.



Overview



We are a wholesale automobile sales company which seeks to exploit
the inefficiencies and geographic differences in the used vehicle market by purchasing high quality, late model used vehicles from
dealers and institutional sellers in Northeastern states and transporting the vehicles for resale in the Pacific Northwest. We
are involved only in the wholesale purchase and sale of vehicles acting as a middleman between various dealer and institutional
sellers and dealer purchasers.  We generally sell our vehicles only through established third-party auctions which act
as a marketplace for used vehicles. We thus help align institutional used vehicle sellers and wholesale buyers over a wide geographic
area.



9







LIQUIDITY AND CAPITAL RESOURCES



Our liquidity is directly related to market trends
and events, as well as our ability to interpret those trends and events and react accordingly. We are active in the used
vehicle market daily, and we believe that while there will always be uncertainties and unusual events that may shape the market,
we are highly capable of dissecting the data available to us, and both willing and able to make whatever changes are
needed in a timely fashion to protect our liquidity. Unusual events may include the rise or fall of the cost of fuel, unforeseen
economic changes in the geographic areas with which our company operates, or even acts of God.

While we feel we are well capitalized at this time with the
cash we have on hand, we do have a line of credit with Manheim Automotive Financial Services in the amount of $1,000,000,
all of which was available at December 31, 2011.



We have no material commitments for capital expenditures at
this time. During the years ended December 31, 2011 and 2010, our capital resources are used primarily for the purpose of purchasing
inventory. However, we are under no obligation or contract to purchase inventory at any specific time or from any specific source.



For the Years Ended December 31, 2011 and 2010



The following table sets forth certain data derived from the
consolidated statements of operations, expressed as a percentage of net revenues for each of the years ended December 31, 2011
and 2010.



|ANNUAL RESULTS OF                          |  |                         |      |   |   | 
|------------------------------------------ |  | ----------------------- | ---- | - | - | 
|OPERATIONS                                 |  | Years Ended December 31 |      |   |   | 
|                                           |  | 2011                    |      |   |   | 
|(In thousands)                             |  | Amount                  |      |   | % | 
|Net Revenues                               |  | $                       | 579  |   |   | 
|Cost of Revenues                           |  |                         | 527  |   |   | 
|Gross Profit                               |  |                         | 52   |   |   | 
|Sales, general and administrative expenses |  |                         | 92   |   |   | 
|Other expenses                             |  |                         | 173  |   |   | 
|Total costs and expenses                   |  |                         | 264  |   |   | 
|Profit (loss) from operations              |  | $                       | (212 | ) |   | 



Revenues



Revenues for the year ended December 31, 2011 were $579,440,
a decrease of $12,445,568 or 95.6% over revenues for the year ended December 31, 2010 of $13,025,008. The decrease in revenue was
a result of a decrease in the number of vehicles we sold in the year 2011 over 2010. Specifically, in the year ended December 31,
2011, we sold 30 vehicles at an average sales price of $19,315 as compared to 775 vehicles at an average sales price of $16,806
during the comparable period in 2010. The sharp decrease in revenues was due to a continued dramatic slowdown in the auto industry
in 2011. As gas prices rose steadily, and economic conditions worsened, we experienced a significant drop in demand for used vehicles.
Sales of light trucks and sport utility vehicles, our core product, dropped sharply. As dealers nationwide scrambled to sell off
their light truck and SUV inventory, prices plummeted. This led to a glut of these types of vehicles in the market and a further
erosion of vehicle values. We continued in 2011 to see little demand for these vehicles. We expended tremendous amounts of time
and energy attempting to market our existing inventory, which prevented us from buying and selling new inventory which would have
offset the dramatic drop in revenues we reported.



Cost of Revenues and Gross Profit Margin



The Company's cost of revenues is composed primarily of the
cost of purchasing vehicles for resale. Cost of revenues was $526,871 or 90.9% of net revenues during the year ended December 31,
2011, a decrease of $11,398,911, as compared to $11,925,782 or 91.6% for the comparable period in 2010. Thus, our gross margin
was 9.1% for the year ended December 31, 2011 as compared to 8.4% for the comparable period in 2010. The decrease in our cost of
revenue is attributable to a decrease in the number of the vehicles sold during the year ended December 31, 2011 as compared to
the comparable period in 2010.The decrease in the number of units sold was the result of higher fuel prices, and worsening
economic conditions, which led to a dramatic drop in demand for our core product, light trucks and sport utility vehicles.



10







Operating Expenses



Our operating expenses are composed primarily of salaries, consulting
fees and sales, general and administrative expenses.



Sales, General and Administrative

Sales, general and administrative ("SGA") expenses
are composed principally of commission, salaries of administrative personnel, fees for professional services and facilities expenses.
These expenses were $91,531 for the year ended December 31, 2011 or 14.7% of net revenue as compared to $535,577 or 4.1% of net
revenue for the comparable period in 2010, a decrease in such expenses of $444,046 or 82.9%. The decrease in the ratio of SGA expenses
to net revenue was primarily due to a decrease in operating expenses. As the slowdown in the used vehicle industry took hold, we
made every attempt to reduce our expenses wherever we saw fit. Most significantly, we reduced our workforce. This reduction included
the elimination of full time salaried positions, as well as the termination of our relationship with certain subcontracted personnel.



Other Expenses



Our combined expenses for officers salaries, consulting fees
and interest was $202,908 for the year ended December 31, 2010 or 1.56% of net revenue compared to the comparable period in 2010
when such expenses were $202,908 or 1.56% of net revenue. The decrease in such expenses is attributable to decreased officers’
salaries and interest expense.





|                                           |  | Year Ended        |         |  | Year Ended        |  |         | Variance |  |   |          |  
|------------------------------------------ |  | ----------------- | ------- |  | ----------------- |  | ------- | -------- |  | - | -------- | -
|ANNUAL OPERATING EXPENSES                  |  | December 31, 2011 |         |  | December 31, 2010 |  |         | Amount   |  |   | %        |  
|                                           |  |                   |         |  |                   |  |         |          |  |   |          |  
|Sales, General and Administrative Expenses |  | $                 | 91,531  |  |                   |  | 535,577 |          |  | $ | (444,046 | )
|Officers’ Salaries                         |  |                   | 20,338  |  |                   |  | 173,620 |          |  |   | (153,282 | )
|Consulting Fees                            |  |                   | 85,000  |  |                   |  | -       |          |  |   | 85,000   |  
|Loss on Write-off of Inventory             |  |                   | 63,087  |  |                   |  | -       |          |  |   |          |  
|Interest Expense                           |  |                   | 4,378   |  |                   |  | 129,287 |          |  |   | (124,909 | )
|Total Operating Expenses                   |  | $                 | 264,334 |  |                   |  | 838,484 |          |  | $ | (574,150 | )



Operating profit (Loss)

Operating profit (loss) from operations is calculated as our
revenues less all of our operating expenses. Our operating loss for the year ended December 31, 2011 was $211,765) or 36.5% of
net revenue as compared to an operating profit of $260,742 or 2.0% of net revenue for comparable period in 2010. This decrease
in operating profit was primarily as a result of a decrease in gross revenues of a greater magnitude than the decrease in operating
expenses.



11







Off Balance Sheet Arrangements



There are no off-balance sheet arrangements.



Recent Accounting Pronouncements



We do not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations, financial position or cash flow.



Critical Accounting Policies and Estimates



Our management’s discussion and analysis of our financial
condition and results of our operations are based on our consolidated financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial
statements requires management to make estimates and judgments that affect the amounts reported for assets, liabilities, revenues,
expenses and the disclosure of contingent liabilities. A summary of our significant accounting policies is more fully described
in Note 2 to our consolidated financial statements included elsewhere in this report.



Our critical accounting policies are those that we believe are
both important to the portrayal of our financial condition and results of operations and that involve difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The
estimates are based on historical experience and on various assumptions about the ultimate outcome of future events. Our actual
results may differ from these estimates in the event unforeseen events occur or should the assumptions used in the estimation process
differ from actual results.



We believe the following critical accounting policies affect
our more significant judgments and estimates used in the preparation of our consolidated financial statements.



Revenue Recognition



In December 2003, the SEC released Staff Accounting Bulletin
No. 104, “Revenue Recognition” (“SAB 104”).  All of our revenue is generated from the sales of
used vehicles.  We recognize revenue only when one of vehicles is sold at auction to a buyer and upon the occurrence
of either the title being transferred or when buyer assumes the responsibility of ownership such as the risk of loss.



Allowance for Doubtful Accounts



All of our vehicles are sold through wholesale auction houses.  The
terms of the auction sales require that payment be received by the seller prior to the title being transferred to the purchaser.  Thus,
we receive payment upon the sale of each vehicle and therefore, we do not maintain an allowance for doubtful accounts on our financial
statements.



12







Income Taxes



We account for income taxes in accordance with ASC Topic 740
“Income Taxes” which requires an asset and liability approach for the financial accounting and reporting of income
taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between
the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using
the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect
on deferred income taxes of a change in tax rates is recognized in income in the period when the change is enacted.



Based on consideration of all available evidence regarding their
utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where,
based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be
realized, a valuation allowance is established for that amount that, in our judgment, is sufficient to reduce the deferred tax
asset to an amount that is more likely than not to be realized.



Inventory



Inventory is stated at the lower of cost
or market using the specific identification basis.  Since we generally only own vehicles in our inventory for less than
14 days, we do not have to estimate the realizability of our inventory since it is generally 100% sold within 14 days.



Stock-Based Compensation



We do not maintain share-based incentive plans for our employees
and have not granted any stock as compensation.



13







| | Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
| | -------- | ----------------------------------------------------------



As of December 31, 2011, we had cash and cash equivalents of
$5,395 invested in standard bank checking accounts and highly liquid money market instruments.  Such investments are
subject to interest rate and credit risk.  Such risks and a change in market interest rates would not be expected to
have a material impact on our financial condition and/or results of operations. As of December 31, 2011, we had an outstanding
balance of $-0- on our revolving credit facility with Manheim Auto Financial Services, Inc.  Borrowings under such revolving
credit facility would bear interest at a variable rate equal to prime plus 2.0%.  In addition, as of December 31, 2011,
we had an outstanding balance of $100,000 on a bank revolving credit facility which bears interest at a variable rate equal to
prime plus 1.0%.



14







| | Item 8. | Financial Statements and Supplementary Data.
| | ------- | --------------------------------------------



NORTHEAST AUTOMOTIVE HOLDINGS, INC.



FINANCIAL STATEMENTS



DECEMBER 31, 2011



NORTHEAST AUTOMOTIVE HOLDINGS, INC.



INDEX



|                                                                     |  | PAGE  
|-------------------------------------------------------------------- |  | ------
|                                                                     |  |       
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              |  | F2    
|                                                                     |  |       
|CONSOLIDATED BALANCE SHEETS                                          |  | F3    
|                                                                     |  |       
|CONSOLIDATED STATEMENTS OF OPERATIONS                                |  | F4    
|                                                                     |  |       
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                |  | F5    
|                                                                     |  |       
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) |  | F6    
|                                                                     |  |       
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           |  | F7-F10



F1







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors

Northeast Automotive Holdings, Inc,

Merrick, New York



We have audited the accompanying consolidated balance sheet
of Northeast Automotive Holdings, Inc. and its subsidiary (collectively, the “Company”) as of December 31, 2011 and
2010, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year
ended December 31, 2011 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. 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 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Automotive Holdings, Inc. and its subsidiary as of December
31, 2011 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



MaloneBailey, LLP

www.malonebailey.com

Houston, Texas



April 16, 2012



F2







NORTHEAST AUTOMOTIVE HOLDINGS, INC



CONSOLIDATED BALANCE SHEETS



|                                                                                                                |  | December 31, |           
|--------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------
|                                                                                                                |  | 2011         |           
|ASSETS                                                                                                          |  |              |           
|Current Assets:                                                                                                 |  |              |           
|Cash                                                                                                            |  | $            | 5,395     
|Accounts Receivable                                                                                             |  |              | 123,052   
|Inventory                                                                                                       |  |              | -         
|Total Current Assets                                                                                            |  |              | 128,447   
|                                                                                                                |  |              |           
|Equipment, net of accumulated depreciation of $34,408 and $28,961                                               |  |              | 5,357     
|Other assets                                                                                                    |  |              | 2,868     
|                                                                                                                |  |              |           
|TOTAL ASSETS                                                                                                    |  | $            | 136,672   
|                                                                                                                |  |              |           
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                           |  |              |           
|Current Liabilities:                                                                                            |  |              |           
|Accounts payable                                                                                                |  | $            | -         
|Note payable to bank                                                                                            |  |              | 100,000   
|Demand loans payable                                                                                            |  |              | -         
|Due to stockholders                                                                                             |  |              | 42,584    
|Accrued expenses                                                                                                |  |              | 18,250    
|Payroll taxes withheld and accrued                                                                              |  |              | 1,273     
|Total Current Liabilities                                                                                       |  |              | 162,107   
|                                                                                                                |  |              |           
|Stockholders' Equity (Deficit)                                                                                  |  |              |           
|Convertible Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding |  |              | 1,000     
|Common stock, $0.001 par value, 300,000,000 shares authorized, 554,017 shares issued and outstanding            |  |              | 554       
|Capital stock to be issued (500,000 shares)                                                                     |  |              | 20,000    
|Additional paid-in capital                                                                                      |  |              | 3,957,424 
|Accumulated deficit                                                                                             |  |              | (4,003,237
|                                                                                                                |  |              | (24,259   
|Less: Treasury stock at cost (6,667 common shares)                                                              |  |              | (1,176    
|Total Stockholders' Equity (Deficit)                                                                            |  |              | (25,435   
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                            |  | $            | 136,672   



See Notes to Consolidated Financial Statements



F3







NORTHEAST AUTOMOTIVE HOLDINGS, INC



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                       |  | Year ended December 31, |         
|------------------------------------------------------ |  | ----------------------- | --------
|                                                       |  | 2011                    |         
|                                                       |  |                         |         
|Net sales                                              |  | $                       | 579,440 
|                                                       |  |                         |         
|Cost of sales                                          |  |                         | 526,871 
|                                                       |  |                         |         
|Gross profit                                           |  |                         | 52,569  
|                                                       |  |                         |         
|Operating expenses:                                    |  |                         |         
|Officers salaries                                      |  |                         | 20,338  
|Consulting fees                                        |  |                         | 85,000  
|Selling, general and administrative                    |  |                         | 91,531  
|Loss on write-off of inventory                         |  |                         | 63,087  
|Total operating expenses                               |  |                         | 259,956 
|                                                       |  |                         |         
|Profit (loss) from operations                          |  |                         | (207,387
|                                                       |  |                         |         
|Interest expense                                       |  |                         | 4,378   
|                                                       |  |                         |         
|Net income (loss)                                      |  | $                       | (211,765
|                                                       |  |                         |         
|Net income (loss) per common share, basic              |  | $                       | (0.38   
|                                                       |  |                         |         
|Weighted average number of shares outstanding, basic   |  |                         | 554,017 
|                                                       |  |                         |         
|Net income (loss) per common share, diluted            |  | $                       | (0.38   
|                                                       |  |                         |         
|Weighted average number of shares outstanding, diluted |  |                         | 554,017 



See Notes to Consolidated Financial Statements



F4







NORTHEAST AUTOMOTIVE HOLDINGS, INC



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                |  | Year Ended December 31, |         
|----------------------------------------------------------------------------------------------- |  | ----------------------- | --------
|                                                                                                |  | 2011                    |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                           |  |                         |         
|Net income (loss)                                                                               |  | $                       | (211,765
|Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: |  |                         |         
|Depreciation and amortization                                                                   |  |                         | 5,447   
|Compensation expense                                                                            |  |                         | 24,718  
|Write-off of Inventory                                                                          |  |                         | 63,087  
|Changes in operating assets and liabilities:                                                    |  |                         |         
|Accounts receivable                                                                             |  |                         | (123,052
|Inventory                                                                                       |  |                         | 417,511 
|Other assets                                                                                    |  |                         | (1,068  
|Accounts payable                                                                                |  |                         | (48,430 
|Accrued expenses                                                                                |  |                         | (20,873 
|Accrued payroll taxes                                                                           |  |                         | 399     
|CASH PROVIDED BY OPERATING ACTIVITIES                                                           |  |                         | 105,974 
|                                                                                                |  |                         |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                           |  |                         |         
|Proceeds of line of credit                                                                      |  |                         | -       
|Repayment of line of credit                                                                     |  |                         | -       
|Proceeds of stockholders loans                                                                  |  |                         | 40,461  
|Repayment of stockholders loans                                                                 |  |                         | (295,235
|Proceeds of demand loans                                                                        |  |                         | -       
|Repayment of demand loans                                                                       |  |                         | (263,753
|CASH USED IN FINANCING ACTIVITIES                                                               |  |                         | (518,527
|                                                                                                |  |                         |         
|NET INCREASE (DECREASE) IN CASH                                                                 |  |                         | (412,553
|CASH, beginning of year                                                                         |  |                         | 417,948 
|                                                                                                |  |                         |         
|CASH, end of year                                                                               |  | $                       | 5,395   
|                                                                                                |  |                         |         
|SUPPLEMENTAL CASH FLOW INFORMATION                                                              |  |                         |         
|Cash paid for:                                                                                  |  |                         |         
|Income tax payments                                                                             |  | $                       | -       
|Interest payments                                                                               |  | $                       | 8,957   



See Notes to Consolidated Financial Statements





F5











NORTHEAST AUTOMOTIVE HOLDINGS, INC



CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIT



|                           |  | Convertible Preferred Stock |            |  | Common Stock      |   |       | Capital Stock |  |  | Additional |  |  |        |     |  |          |  |         |         | 
|-------------------------- |  | --------------------------- | ---------- |  | ----------------- | - | ----- | ------------- |  |  | ---------- |  |  | ------ | --- |  | -------- |  | ------- | ------- | 
|                           |  | ($.0001 par value)          |            |  | ($.001 par value) |   |       | to be issued  |  |  | Paid-In    |  |  |        |     |  | Treasury |  |         |         | 
|                           |  | Shares                      |            |  | Amount            |   |       | Shares        |  |  | Amount     |  |  | Shares |     |  | Amount   |  |         | Capital | 
|Balance, December 31, 2009 |  |                             | 10,000,000 |  |                   | $ | 1,000 |               |  |  | 554,017    |  |  | $      | 554 |  |          |  | 500,000 |         | 
|                           |  |                             |            |  |                   |   |       |               |  |  |            |  |  |        |     |  |          |  |         |         | 
|Net profit                 |  |                             | -          |  |                   |   | -     |               |  |  | -          |  |  |        | -   |  |          |  | -       |         | 
|                           |  |                             |            |  |                   |   |       |               |  |  |            |  |  |        |     |  |          |  |         |         | 
|Balance, December 31, 2010 |  |                             | 10,000,000 |  |                   | $ | 1,000 |               |  |  | 554,017    |  |  | $      | 554 |  |          |  | 500,000 |         | 
|                           |  |                             |            |  |                   |   |       |               |  |  |            |  |  |        |     |  |          |  |         |         | 
|Net loss                   |  |                             | -          |  |                   |   | -     |               |  |  | -          |  |  |        | -   |  |          |  | -       |         | 
|                           |  |                             |            |  |                   |   |       |               |  |  |            |  |  |        |     |  |          |  |         |         | 
|Balance, December 31, 2011 |  |                             | 10,000,000 |  |                   | $ | 1,000 |               |  |  | 554,017    |  |  | $      | 554 |  |          |  | 500,000 |         | 



See Notes to Financial Statements



F6







NORTHEAST AUTOMOTIVE HOLDINGS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS



Northeast Automotive Holdings, Inc., (the
“Company”), was incorporated on October 12, 2007 in Nevada. Pursuant to an Agreement and Plan of Merger with Northeast
Auto Acceptance Corp., a Florida Corporation (“NEAA-FL”) in November 2007, we acquired title to all property owned
by NEAA-FL including its wholly owned subsidiary Northeast Auto Acceptance Corp., a New York  Corporation (“NEAA-NY”).  All
of our operating business is currently conducted through our subsidiary, NEAA-NY, and our principal executive offices are located
at 2174 Hewlett Avenue, Suite 206, Merrick, New York 11566. Our telephone number at this address is (516) 377-6311.



On January 14, 2004, the Company issued
200,000 shares of its common stock to Northeast Auto Acceptance Corp (a New York corporation) (“NAAC-NY”) when the
Company had 181,886 shares outstanding as consideration for the acquisition of NAAC-NY. NAAC-NY was incorporated in New York on
December 31, 1996.  NAAC-NY buys used automobiles at auctions, then repairs, cleans, transports and resells them wholesale
throughout the Pacific Northwest.



On March 4, 2004, the Company acquired
NAAC-NY the accounting acquirer and to change its name to Northeast Auto Acceptance Corporation.  Catadyne Corporation,
the legal acquirer, was a non-operating public shell corporation at the time of the transaction.



Also on March 4, 2004, the Company issued
its two officer/shareholders 17,000,000 shares of common stock in exchange for (a) $100,000 as part of the acquisition of NAAC-NY
by reducing a loan payable to the officers by this amount and (b) the 200 shares of NAAC-NY they owned, which were all of the shares
of NAAC-NY issued and outstanding at the time.  Effectively, Mr. William Solko, the new President and sole Director owns
more than 50% of the voting Common Stock and can pass any item that is subjected to approval of a stockholders vote.



The Company is treating this transaction
as a reverse acquisition and reorganization for accounting purposes.  The financial statements include the operations
of NAAC-NY, the accounting acquirer, for all periods presented.



Going Concern



The financial statements have been prepared
on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has a working capital deficit of $33,660 at December 31, 2011 and an accumulated deficit of $4,003,237
since inception.



While the Company is attempting to produce
sufficient revenues, the Company's cash position may not be enough to support the Company's daily operations. Management believes
that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity
for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues
and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue
as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going
concern.



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Accounting Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.



Inventory



Inventory is stated at the lower of cost
or market using the specific identification basis.



F7







NORTHEAST AUTOMOTIVE HOLDINGS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Depreciation



The cost of equipment is depreciated over
the estimated useful lives of the related assets of five years.



Cash and cash equivalents



Cash equivalents are highly liquid investments with an original
maturity of three months or less.



Principles of Consolidation



These consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary Northeast Auto Acceptance (New York). All inter-company accounts
and transactions have been eliminated.



These consolidated financial statements
have been prepared by management in accordance with accounting principles generally accepted in the United States.



Revenue Recognition



The Company buys used autos and recognizes
revenue when it resells them and title is transferred to the buyer. The costs of the auto, any fees charged, and any repair costs
are included in the costs of sales. The Company is the owner of the vehicle until the sale is complete and as such has all risks
inherent with such ownership.



Income Taxes



The Company accounts for income taxes in accordance with ASC
Topic 740 “Income Taxes” which requires an asset and liability approach for the financial accounting and reporting
of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences
between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured
using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The
effect on deferred income taxes of a change in tax rates is recognized in income in the period when the change is enacted.



Based on consideration of all available evidence regarding their
utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where,
based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be
realized, a valuation allowance is established for that amount that, in our judgment, is sufficient to reduce the deferred tax
asset to an amount that is more likely than not to be realized.



The Company accounts for unrecognized tax benefits in accordance
with ASC Topic 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement
benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination
by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits
of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent
likely of being realized upon ultimate settlement.



The Company recognizes interest and penalties related to unrecognized
tax benefits if there are any within the income tax expense line of the Consolidated Statement of Operations, while accrued interest
and penalties are included within the related tax liability line of the Consolidated Balance Sheets.



Recent Accounting Pronouncements



We do not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations, financial position or cash flow.



F8







NORTHEAST AUTOMOTIVE HOLDINGS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 – INVENTORIES



Inventory consists of the following:



|                                 |  | December 31, |  
|-------------------------------- |  | ------------ | -
|                                 |  | 2011         |  
|                                 |  |              |  
|Automobiles purchased for resale |  | $            | -



Inventory is stated at the lower of cost
or market using the specific identification basis.



The inventory is valued by comparing the
total cost of the vehicle to our net realizable value at the time of sale or to the “Blue Book” value for unsold vehicles.
The lower of these is used to price the inventory. Our experience has been that costs are usually equal to or lower than our net
realizable value or the “Blue Book” value. Since our inventory is usually turned over in a short time, our pricing
is not sensitive to wide deviations from the actual results. The Company has not had to make revisions to its pricing of inventory
as a result of deviations from actual results. The inventories are limited by the amount of working capital the Company has at
any one time.



NOTE 4 – NOTES AND LOANS PAYABLE



|                                                                                                                                                                                                                           |  | December 31, |         |  | December 31, | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- |  | ------------ | 
|                                                                                                                                                                                                                           |  | 2011         |         |  | 2010         | 
|                                                                                                                                                                                                                           |  |              |         |  |              | 
|Revolving line of credit interest payable monthly at 1% over the prime rate, secured by a lien on all of the Company's assets and personally guaranteed by the majority stockholders. Interest is paid monthly on account) |  |              | 100,000 |  |              | 
|                                                                                                                                                                                                                           |  |              |         |  |              | 
|6% unsecured demand notes payable                                                                                                                                                                                          |  |              | -       |  |              | 
|                                                                                                                                                                                                                           |  |              |         |  |              | 
|Due to stockholders (The stockholder loans are unsecured, pay interest at an average 6% per annum, are subordinated to the bank loan and have no specific terms of repayment)                                              |  |              | 42,584  |  |              | 



NOTE 5 – CONVERTIBLE PREFERRED STOCK



Each share of the Series A preferred stock carries with it
(i) voting rights equal to 30 times the number of Common Stock votes, (ii) no dividends, (iii) a liquidation preference equal
to eight times the sum available for distribution to Common Stock holders, (iv) automatic conversion after three years to one
(1) common share, (v) exemption from reverse stock splits and other changes to the common stock capital of the Company, and (vi)
convertibility at the option of the holder anytime.



During the year ended December 31, 2011, the date for automatic
conversion of the preferred shares passed. However, the conversion has not yet been effected by the Board of Directors.



F9







NORTHEAST AUTOMOTIVE HOLDINGS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6 - PROFIT OR LOSS PER SHARE



Profit or loss per common share is calculated
as the profit or loss for the period divided by the weighted average number of shares of the Company's common stock.



|                                                                    |  | December 31, |         
|------------------------------------------------------------------- |  | ------------ | --------
|                                                                    |  | 2011         |         
|Numerator                                                           |  |              |         
|Net income (loss) available to common stockholders                  |  | $            | (211,765
|                                                                    |  |              |         
|Denominator                                                         |  |              |         
|Weighted-average shares outstanding for earnings per share, basic   |  |              | 554,017 
|                                                                    |  |              |         
|Effect of dilutive securities:                                      |  |              |         
|Convertible preferred stock                                         |  |              | -       
|Weighted-average shares outstanding for earnings per share, diluted |  |              | 554,017 



The following were excluded from the computation of the diluted
securities outstanding as they would have had an anti-dilutive impact.



|                            |  | December 31, |           
|--------------------------- |  | ------------ | ----------
|                            |  | 2011         |           
|                            |  |              |           
|Convertible preferred stock |  |              | 10,000,000



NOTE 7 - INCOME TAXES



Due to the Company’s prior year net
losses, there was no provision for income taxes. The Company has net operating loss carryforwards for income tax purposes of approximately
$640,000 and $588,000 at December 31, 2011 and 2010, respectively. These carryforward losses are available to offset future taxable
income, if any, and expire starting in the year 2024. The Company’s utilization of this carry forward against future taxable
income may become subject to an annual limitation due to any cumulative 36-month change in ownership of the Company of more than
50 percent. As the company has largely suspended operations, it is unlikely that the Company will have future taxable income that
could be reduced by the benefit of these carryforwards. Accordingly, the Company has recorded a valuation allowance for the full
amount of the deferred tax assets. The components of the Company’s tax provision were as follows:



|                                      |  | 2011 |          |   | 2010 |  
|------------------------------------- |  | ---- | -------- | - | ---- | -
|Deferred tax asset – NOL carryforward |  | $    | 216,000  |   |      | $
|Less: valuation allowance             |  |      | (216,000 | ) |      |  
|Total                                 |  | $    | -        |   |      | $



NOTE 8 -COMMITMENTS AND CONTINGENCIES



The Company rents office space on a month-to-month
basis at two locations and warehouse space on a month-to-month basis.  Rent expense was approximately $7,800 and $7,000
for 2011 and 2010, respectively.



F10







Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.



None.



Item 9A. Controls and Procedures.



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



Disclosure Controls.



We carried out an evaluation required by Rule 13a-15(b) of the
Securities Exchange Act of 1934 under the supervision and with the participation of our chief executive officer and chief financial
officer of the effectiveness of the design and operation of our “disclosure controls and procedures” as of the end
of the period covered by this Report.



Disclosure controls and procedures are designed with the objective
of ensuring that (i) information required to be disclosed in an issuer’s reports filed under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information
is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer,
as appropriate to allow timely decisions regarding required disclosures.



The evaluation of our disclosure controls and procedures included
a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation
will be done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports
filed with the SEC. We intend to maintain these controls as processes that may be appropriately modified as circumstances
warrant.



Based on their evaluation, our chief executive officer who also
acts as our chief financial officer has concluded that our disclosure controls and procedures are not effective in timely alerting
him to material information relating to the Company required to be included in our periodic reports filed with the SEC as of the
end of the period covered by this Report due to the following:

| | · | Lack of proper segregation of duties in financial reporting due to limited personnel and most accounting functions, including
preparation of financial statements, being performed by third party consultants.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Lack of a formal review process that includes multiple levels of review.
| | - | ------------------------------------------------------------------------



These deficiencies are the result of the Company’s limited
number of employees and limited financial resources. This deficiency may affect management’s ability to determine whether
errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit
relationship of possible changes in our disclosure controls and procedures.



There were no changes in our internal control over financial
reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting. However, a control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its
judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company
have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur
and may not be detected.



Internal Controls.



Management’s Report on Internal Control Over Financial
Reporting



Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision
and with the participation of our management, consisting of one person who serves as our Principal Executive Officer and Principal
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December
31, 2011 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on our evaluation under that criteria, our management concluded that
our internal control over financial reporting was not effective as of December 31, 2011.



This Annual Report does not include an attestation report of
our independent registered public accounting firm regarding internal control over financial reporting.  We were not required
to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over
financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s
report in this Annual Report.



Changes in Internal Control Over Financial Reporting



There were no changes in our internal control over financial
reporting during the fourth quarter of fiscal 2011 that have materially affected, or are reasonably likely to material affect,
our internal controls.



Item 9B. Other Information.



None.



15







PART III



Item 10. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.



The following table sets forth the names and age of our executive
officers and sole director.



|Name          |  | Age |  | Position                                                |  | Date of Appointment
|------------- |  | --- |  | ------------------------------------------------------- |  | -------------------
|              |  |     |  |                                                         |  |                    
|William Solko |  | 43  |  | President, Chief Executive Officer, Chairman, Treasurer |  | December 2004      
|              |  |     |  |                                                         |  |                    
|Michael Shaw  |  | 43  |  | Vice President                                          |  | December 2004      
|              |  |     |  |                                                         |  |                    
|Marsha Solko  |  | 43  |  | Director of Administration                              |  | December 2004      



Set forth below is a brief description of the background and
business experience of our executive officers and sole director for the past five years.



William Solko



President, Chief Executive Officer and Director.  Mr.
Solko has served as President, Chief Executive Officer and Director of the Company since the acquisition of our Northeast Auto
Acceptance (NY) subsidiary.  He founded our Northeast Auto Acceptance (NY) subsidiary in 1995.  Mr. Solko has
over 23 years of experience in the automobile industry including over 20 years of experience in commercial automobile buying.  Prior
to forming the Company, from 1993 to 1995, Mr. Solko was employed as a buyer for two public automobile auction companies in the
Chicago area. Mr. Solko attended The State University of New York at New Paltz.



Michael Shaw



Vice President.  Mr. Shaw has more than 13 years of
experience in automotive sales.  Prior to joining our Northeast Auto Acceptance (NY) subsidiary in 1995, Mr. Shaw operated
his own used vehicle sales operation.



Marsha Solko



Director of Administration.  Ms. Solko has held this
position since the formation of the Company’s Northeast Auto Acceptance subsidiary in 1994. Her primary responsibility is
to oversee the day-to-day operations of the company. In her supervisory role, she is responsible for the monitoring of accounts
payables and receivables, daily cash flows, as well as handling vehicle title issues.  Ms. Solko has over 21 years experience
in the automobile industry, having held the position of bookkeeper and office manager for several vehicle dealerships during that
time.



BOARD OF DIRECTORS



Our Board of Directors currently has only one member, William
Solko, our President and Chief Executive Officer.  Pursuant to our By-Laws, our Board may be expanded, from time to time,
to include up to seven directors.  All directors hold office until the next annual meeting of shareholders following
their election or until their successors have been elected and qualified. Executive officers are appointed by and serve at the
pleasure of the Board of Directors. We may adopt provisions in our By-laws and/or Articles of Incorporation to divide the board
of directors into more than one class and to elect each class for a certain term. These provisions may have the effect of discouraging
takeover attempts or delaying or preventing a change of control of the Company.



BOARD COMMITTEES



The Board of Directors does not have any committees.



DIRECTORS’ COMPENSATION



Directors who are also employees of the Company receive no compensation
for serving on the Board of Directors.  We do not have any directors who are not employees.



16







Term of Office



Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers
are appointed by our board of directors and hold office until removed by the board.



Significant Employees



None.



Family Relationships



William Solko and Marsha Solko are husband and wife. No other
family relationships exist among our directors or executive officers.



Involvement in Certain Legal Proceedings



To our knowledge, during the past five years, none of our directors,
executive officers, promoters, control persons, or nominees has been:



| | • | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | • | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Code of Ethics



We have adopted a Code of Ethics applicable to our Chief Executive
Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.



Compliance with Section 16(a) of the Exchange Act



Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than 10 percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC). Officers, directors, and
greater than 10 percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.



To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company, all reports under Section 16(a) required to be filed by its officers and directors
and greater than ten percent beneficial owners were timely filed as of the date of this filing.



Item 11. Executive Compensation.



Compensation of Executive Officers



The following summary compensation table sets forth all compensation
awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2011 in all
capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):



17







Compensation of Executive Officers (continued)



SUMMARY COMPENSATION TABLE



|Name and Principal Position              |  | Year |      |  | Salary ($) |   |        | Bonus ($) |  |  | Stock Awards ($) |  |  | Option Awards ($) |     |  | Non-Equity Incentive Plan Compensat
    ion ($) |  |     | Non- Qualified Deferred
    Compensation Earnings ($) |  |  | All Other Compensation
    ($) |  |  | Totals ($) |    
|---------------------------------------- |  | ---- | ---- |  | ---------- | - | ------ | --------- |  |  | ---------------- |  |  | ----------------- | --- |  | ----------------------------------------------- |  | --- | ----------------------------------------------------- |  |  | ------------------------------ |  |  | ---------- | ---
|                                         |  |      |      |  |            |   |        |           |  |  |                  |  |  |                   |     |  |                                                 |  |     |                                                       |  |  |                                |  |  |            |    
|William Solko President, Chief           |  |      | 2011 |  |            | $ | 20,338 |           |  |  | -0-              |  |  |                   | -0- |  |                                                 |  | -0- |                                                       |  |  | -0-                            |  |  |            | -0-
|Executive Officer, Treasurer             |  |      |      |  |            |   |        |           |  |  |                  |  |  |                   |     |  |                                                 |  |     |                                                       |  |  |                                |  |  |            |    
|                                         |  |      |      |  |            |   |        |           |  |  |                  |  |  |                   |     |  |                                                 |  |     |                                                       |  |  |                                |  |  |            |    
|Michael Shaw, Vice President             |  |      | 2011 |  |            | $ | -0-    |           |  |  | -0-              |  |  |                   | -0- |  |                                                 |  | -0- |                                                       |  |  | -0-                            |  |  |            | -0-
|Marsha Solko, Director of Administration |  |      | 2011 |  |            |   | -0-    |           |  |  | -0-              |  |  |                   | -0- |  |                                                 |  | -0- |                                                       |  |  | -0-                            |  |  |            | -0-





Outstanding Equity Awards at Fiscal Year-End Table. There
were no individual grants of stock options to purchase our common stock made to the named executive officers in the Summary Compensation
Table during the fiscal year ended December 31, 2011, and the subsequent period up to the date of the filing of this prospectus.



Compensation of Directors



For the fiscal year ended December 31, 2011, we did not compensate
our director for his services.



| | Item12. | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
| | ------- | -----------------------------------------------------------------------------------------------



The following table sets forth certain information regarding
the ownership of our capital stock, as of April 15, 2009, for: (i) each director; (ii) each person who is known to us to be the
beneficial owner of more than 5%of our outstanding common stock; (iii) each of our executive officers named in the Summary Compensation
Table; and (iv) all of our current executive officers and directors of as a group. Except as otherwise indicated in the footnotes,
all information with respect to share ownership and voting and investment power has been furnished to us by the persons listed.
Except as otherwise indicated in the footnotes, each person listed has sole voting power with respect to the shares shown as beneficially
owned.





|Title of Class          |  | Name and Address of
        Beneficial Owner |  | Amount and Nature of
        Beneficial Ownership |            |  | Percent of
        Class(2) | 
|----------------------- |  | -------------------------------------------- |  | ------------------------------------------------- | ---------- |  | --------------------------- | 
|                        |  |                                              |  |                                                   |            |  |                             | 
|Class A Common          |  | William Solko (1)                            |  |                                                   | 166,667    |  |                             | 
|Stock                   |  | Michael Shaw (1)                             |  |                                                   | 66,667     |  |                             | 
|Class A Preferred Stock |  | William Solko (1)                            |  |                                                   | 10,000,000 |  |                             | 







|(1) | Unless otherwise indicated in the footnotes to the table, (1) the individuals listed have sole voting and sole investment control with respect to the shares they beneficially own and (2) the address of each beneficial owner listed is c/o the Company, 2174 Hewlett Avenue, Suite 206, Merrick, New York 11566.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Based on 300,000,000 shares of Common Stock authorized, 554,017 shares issued and outstanding; and 10,000,000  shares of Class A Preferred Stock authorized, 10,000,000 shares issued and outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18







| | Item 13. | Certain Relationships and Related Transactions, and
Director Independence.
| | -------- | --------------------------------------------------------------------------



None.



| | Item 14. | Principal Accounting Fees and Services.
| | -------- | ---------------------------------------



Audit Fees



For 2011 and 2010, we were billed $30,000 per year for professional
services rendered for the audit and reviews of our financial statements.



Tax Fees



None.



All Other Fees



None.



Audit Related Fees



None.



Pre-approval Policy



Our Board of Directors has adopted a procedure for pre-approval
of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to
audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated
member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit fees
paid to the auditors with respect to fiscal year 2011 were pre-approved by the entire Board of Directors.



| | Item 15. | Exhibits.
| | -------- | ---------



|Exhibit No. |  | Title of Document                                                                                                                                 |  | Location                                                                    
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|            |  |                                                                                                                                                   |  |                                                                             
|3.1         |  | Articles of Incorporation                                                                                                                         |  | Incorporated by reference to Information Statement filed on November 8, 2007
|            |  |                                                                                                                                                   |  |                                                                             
|3.2         |  | Bylaws                                                                                                                                            |  | Incorporated by reference to Information Statement filed on November 8, 2007
|            |  |                                                                                                                                                   |  |                                                                             
|14.1        |  | Code of Ethics                                                                                                                                    |  | Incorporated by reference to Form 10-K filed on April 14, 2008              
|            |  |                                                                                                                                                   |  |                                                                             
|31.1        |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934                                        |  | Filed herewith                                                              
|            |  |                                                                                                                                                   |  |                                                                             
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith                                                              



19







SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|NORTHEAST AUTOMOTIVE HOLDINGS, INC. |                                              
|----------------------------------- | ---------------------------------------------
|                                    |                                              
|By:                                 | /s/ William Solko                            
|                                    | WILLIAM SOLKO                                
|                                    | President, Chief Executive Officer, Treasurer
|                                    |                                              
|Date:                               | April 16, 2012                               



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Name              |  | Title                                                   |  | Date          
|----------------- |  | ------------------------------------------------------- |  | --------------
|                  |  |                                                         |  |               
|/s/ William Solko |  | President, Chief Executive Officer, Treasurer, Director |  | April 16, 2012
|WILLIAM SOLKO     |  |                                                         |  |               



20