**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,
                2007**




**o**
            **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
            Name
                of each exchange on which registered**None**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Class
                A 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 of the Securities Act.   Yes   ̈    No  x
 
 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   ̈    No  x
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
        during the preceding 12 months (or for such shorter period that the registrant
        was required to file such reports) and (2) has been subject to such filing
        requirements for the past 90 days.  Yes  x    No   ̈
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K 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.   ̈
 
 Indicate
        by checkmark whether the registrant is a shell company (as defined in Rule
        126.2
        of the Exchange Act).  Yes   ̈    No  x
 
 The
        aggregate market value of common stock held by non-affiliates of the Registrant
        on March 28, 2008 based on the closing price on that date of $0.06 on the
        Over
        the Counter Bulletin Board was $577,115. 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.
 
 Indicate
        by checkmark whether the registrant is a large accelerated filer, an accelerated
        filer, or a non-accelerated filer. See definition of “accelerated filer and
        large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one):
 
 Large
        accelerated filer   ̈            Accelerated
        filer   ̈            Non-accelerated
        filer  x
 
 The
        number of shares of common stock outstanding as of March 28, 2008 was
        26,618,586.








**TABLE
      OF CONTENTS**




Pg**Part
                I**Item
                  1.
              Description
                  of Business.
              3Item
                  1A.
              Risk
                  Factors.
              6Item
                  2.
              Properties.
              8Item
                  3.
              Legal
                  Proceedings.
              8Item
                  4.****
              Submission of Matters to a Vote of Security Holders.
              8**Part
                  II**Item
                  5.
              Market
                  for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                  Purchases of Equity Securities..
              9Item
                  6.
              Selected
                  Financial Data.
              9Item
                  7.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations..
              10Item
                  7A.
              Quantitative
                  and Qualitative Disclosures About Market Risk..
              13Item
                  8.
              Financial
                  Statements and Supplementary Data.
              14Item
                  9.
              Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosure
              15Item
                  9A.
              Controls
                  and Procedures.
              15Item
                  9B.
              Other
                  Information.
              15**Part
                  III**Item
                  10.
              Directors,
                  Executive Officers, Promoters and Control Persons.
              16Item
                  11.
              Executive
                  Compensation.
              18Item
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.
              19Item
                  13.
              Certain
                  Relationships and Related Transactions.
              19Item
                  14.
              Principal
                  Accountant Fees and Services.
              19Item
                  15.
              Exhibits.
              20**Signatures**
              
              21




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.*




*"NAAC"
      and “NEAA” are trademarks and service marks of Northeast Automotive Holdings,
      Inc. (Formerly Northeast Auto Acceptance Corp.). All other trademarks, service
      marks or trade names referred to in this Registration Statement on Form 10
      ("Registration Statement") are the property of their respective owners. Except
      as otherwise required by the context, all references in this Registration
      Statement to (a) "we," "us," "our," the “Company” or "NEA" refer to the
      consolidated operations of Northeast Auto Acceptance Corp., a Florida
      corporation, and its wholly-owned subsidiary, Northeast Auto Acceptance Corp.,
      a
      New York corporation and (b) "you" refers to prospective investors in our common
      stock and other readers of this Registration Statement.*





**PART
      I**




**Item
              1.**
            **Description
                of 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 12 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, 2007, we had total revenue
      of
      $73,704,029 and a net (loss) of ($177,689).





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.





**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.





3


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.





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 dependant 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.


4


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, 2007, our
      average cost to ship a vehicle is $1,033 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
      2007, we had a net (loss) per car sold of $36.96.  We
      plan
      to increase our average profit per car by up to $200 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.




**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 18 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.


5


**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.





**INTELLECTUAL
      PROPERTY PROTECTION**





We
      regard
      the protection of our service marks, trademarks and trade secrets as critical
      to
      our future success and rely on a combination of trademark, service mark and
      trade secret laws and contractual restrictions to establish and protect our
      proprietary rights in our services. Although we do not believe that we infringe
      the proprietary rights of third parties, there can be no assurance that third
      parties will not claim infringement by us with respect to past, current or
      future services.





**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, 2007, we had seven full and part time employees, including two
      in
      Sales and Support and five in Administration. In addition, we have on-going
      relationships with six contactors 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.





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 incorporation 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.


6


**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 Dependant 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 to 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 contains 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.





**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 comprised 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 2008.





**Control
      of the Company by Our Majority Stockholder** .
      Our
      Chief Executive Officer, **Error!
      Reference source not found.** ,
      is the
      majority stockholder of the Company and owns 56.4% of the shares issued and
      outstanding. Accordingly, the present majority stockholder of the Company is
      in
      a position to elect all of the directors of the Company and control its
      policies.





**Our
      Costs Are Partially Dependant Upon Fuel Costs.** Because
      all of the vehicles we purchase must be shipped from the Northeast to the
      Pacific Northwest, we are dependant 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.





We
      will
      be subject to substantial and growing competition in all aspects of our
      business. Barriers to entry to the asset management business are relatively
      low,
      and our management anticipates that we will face a growing number of
      competitors. Although no one company dominates the asset management industry,
      many companies are larger, better known and have greater resources than we
      do.


7


We
      will
      compete against an ever-increasing number of investment dealers, banks,
      insurance companies, trust companies and others that offer investment advice
      and
      trust services. In short, the competitive landscape in which we will operate
      is
      both intense and dynamic and there can be no assurance that we will be able
      to
      compete effectively in the future.




**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**





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
              2.**
            **Description
                of Property.**




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. Rent
      expense was approximately $7,200 for 2007. At December 31, 2007, future minimum
      lease payments were $2,800 for 2008. We
      believe that these spaces are sufficient and adequate to operate our current
      business.





**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.


8


**PART
      II**





**Item
              5.**
            **Market
                for Common Equity and Related Stockholder
                Matters.**




**Market
      Information**





Our
      common stock is currently quoted on the Over the Counter Bulletin Board (“OTC
      BB”) under the symbol NEAH. There is a limited trading market for our common
      stock. On March 17, 2008, the current bid price of our common stock was $0.031,
      and the current offer price was $0.06.


**Price
        Range of Common Stock**
 
 Our
        common stock is quoted by Over the Counter Bulletin Board under the symbol
        “NEAH”. The following table sets forth the high and low bid prices for our
        common stock for the periods indicated, as reported by Over the Counter Bulletin
        Board. Such quotations reflect inter-dealer prices, without retail mark-up,
        mark-down, or commissions, and may not necessarily represent actual
        transactions.
  **Bid****High**
              
              **Low**Year
                  Ended December 31, 2007:First
                  Quarter
              
              $
              0.045
              
              $
              0.022Second
                  Quarter
              
              $
              0.045
              
              $
              0.033Third
                  Quarter
              
              $
              0.03
              
              $
              0.03Fourth
                  Quarter
              
              $
              0.09
              
              $
              0.028Year
                  Ended December 31, 2006:Second
                  Quarter
              
              $
              0.18
              
              $
              0.06Third
                  Quarter
              
              $
              0.08
              
              $
              0.06Fourth
                  Quarter
              
              $
              0.06
              
              $
              0.015
 
 On
        March 28, 2008, the last sales price of our common stock was $0.06.
 
 **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 therefore. 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.**
  The
        Statement of Operations, Per Share, and Balance Sheet data for the periods
        ended
        December 31, 2007 and 2006 is derived from our consolidated financial statements
        that have been audited by Kempisty
        and Company ,
        Certified Public Accountants, PC, our independent registered public accounting
        firm. The information set forth below is not necessarily indicative of results
        of future operations, and should be read in conjunction with Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of
        Operations” and the consolidated financial statements and notes thereto included
        in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K,
        which are incorporated herein by reference, in order to further understand
        the
        factors that may affect the comparability of the financial data presented
        below.




9





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





**MANAGEMENT'S
      DISCUSSION AND ANALYSIS**





The
      matters discussed in this registration statement contain forward-looking
      statements that involve risks and uncertainties. Our actual results could differ
      materially from those discussed herein. Factors that could cause or contribute
      to such differences are discussed in this section and elsewhere in this
      registration statement.





The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our consolidated financial statements and notes
      thereto appearing elsewhere in this Registration Statement. The matters
      discussed in this Registration Statement contain forward-looking statements
      that
      involve risks and uncertainties. Our actual results could differ materially
      from
      those discussed herein. Factors that could cause or contribute to such
      differences include, but are not limited to, those discussed below in "Factors
      Affecting Our Business, Operating Results, and Financial Condition" as well
      as
      those discussed in this section and elsewhere in this Registration Statement.





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.





We
      monitor our performance as a business using a number of measures that are not
      found in our consolidated financial statements. Most specifically, we measure
      the total number of vehicle we purchase and sell in each year and use that
      as an
      indicator of our growth. We believe that improvement in this metric will result
      in improvements in our financial performance over time and we use this metric
      as
      a measure of operating performance in addition to net income and the other
      measures included in our consolidated financial statements.





**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, revenue, 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 Registration Statement.





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.


10


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





Securities
      and Exchange Commission 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 auctions 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.




Income
      Taxes





We
      account for income taxes in accordance with the asset
      and liability method required by SFAS No. 109, "Accounting for Income Taxes",
      issued by the Financial Accounting Standards Board ("FASB"). Under this method,
      deferred income tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial reporting and
      tax
      basis of assets and liabilities. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled.





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.




11


**Recently
        issued accounting pronouncements**
 
 In
        February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid
        Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for
        Derivative Instruments and Hedging Activities”, and SFAF No. 140, “Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities”. SFAS No. 155, permits fair value remeasurement for any hybrid
        financial instrument that contains an embedded derivative that otherwise
        would
        require bifurcation, clarifies which interest-only strips and principal-only
        strips are not subject to the requirements of SFAS No. 133, establishes a
        requirement to evaluate interest in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation, clarifies
        that concentrations of credit risk in the form of subordination are not embedded
        derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
        qualifying special-purpose entity from holding a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. This statement is effective for all financial instruments acquired
        or issued after the beginning of the Company’s first fiscal year that begins
        after September 15, 2006. The adoption of this statement did not have a material
        impact on the Company’s financial position or results of
        operations.
 
 In
        March
        2006 FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this
        Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing
        of Financial Assets and Extinguishments of Liabilities, with respect to the
        accounting for separately recognized servicing assets and servicing liabilities.
        This Statement:
 
 ·
              Requires
                  an entity to recognize a servicing asset or servicing liability
                  each time
                  it undertakes an obligation to service a financial asset by entering
                  into
                  a servicing contract.
 ·
              Requires
                  all separately recognized servicing assets and servicing liabilities
                  to be
                  initially measured at fair value, if
                  practicable.
 ·
              Permits
                  an entity to choose 'Amortization method' or ‘Fair value measurement
                  method’ for each class of separately recognized servicing assets and
                  servicing liabilities.
 ·
              At
                  its initial adoption, permits a one-time reclassification of
                  available-for-sale securities to trading securities by entities
                  with
                  recognized servicing rights, without calling into question the
                  treatment
                  of other available-for-sale securities under Statement 115, provided
                  that
                  the available-for-sale securities are identified in some manner
                  as
                  offsetting the entity's exposure to changes in fair value of servicing
                  assets or servicing liabilities that a servicer elects to subsequently
                  measure at fair value.
 ·
              Requires
                  separate presentation of servicing assets and servicing liabilities
                  subsequently measured at fair value in the statement of financial
                  position
                  and additional disclosures for all separately recognized servicing
                  assets
                  and servicing liabilities. An entity should adopt this Statement
                  as of the
                  beginning of its first fiscal year that begins after September
                  15,
                  2006.
 
 The
        adoption of this statement did not have a material impact on the Company’s
        financial position or results of operations.
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions
        of Emerging Issues Task Force (“EITF”) Issue No. 06-3, “How Taxes Collected from
        Customers and Remitted to Governmental Authorities Should Be Presented in
        the
        Income Statement (That Is, Gross versus Net Presentation).” EITF Issue No. 06-3
        requires that the presentation of taxes within revenue-producing transactions
        between a seller and a customer, including but not limited to sales, use,
        value
        added, and some excise taxes, should be on either a gross (included in revenue
        and cost) or a net (excluded from revenue) basis. In addition, for any such
        taxes that are reported on a gross basis, a company should disclose the amounts
        of those taxes in interim and annual financial statements for each period
        for
        which an income statement is presented if those amounts are significant.
        The
        disclosure of those taxes can be done on an aggregate basis. EITF Issue No.
        06-3
        is effective for fiscal years beginning after December 15, 2006, which will
        be
        the Company’s fiscal 2008. The adoption of EITF Issue No. 06-3 did not have a
        material impact on the Company’s consolidated results of operations or financial
        position.
 
 In
        July
        2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for
        Uncertainty in Income Taxes,” which prescribes a comprehensive model for how a
        company should recognize, measure, present and disclose in its financial
        statements uncertain tax positions that the company has taken or expects
        to take
        on a tax return (including a decision whether to file or not to file a return
        in
        a particular jurisdiction). The accounting provisions of FIN No.48 are effective
        for fiscal years beginning after December 15, 2006. The adoption of this
        Interpretation had no impact on the Company’s financial position or results of
        operations.
 
 12
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        (“SFAS”) No. 157, “Fair Value Measurements”, which establishes a framework for
        reporting fair value and expands disclosures about fair value measurements.
        SFAS
        No. 157 is effective for financial statements issued for fiscal years beginning
        after November 15, 2007 and interim periods within those fiscal years. The
        adoption of this standard will have no impact on the Company’s financial
        statements.
 
 In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No. 159, “The Fair Value Option for Financial Assets and Financial
        Liabilities-Including an amendment of FASB Statement No. 115,
        (“SFAS No. 159”). SFAS No. 159 permits entities to choose to
        measure many financial instruments and certain other items at fair value.
        Most
        of the provisions of this Statement apply only to entities that elect the
        fair
        value option. However, the amendment to FASB Statement No. 115, “Accounting
        for Certain Investments in Debt and Equity Securities,”
(“SFAS No. 115”), applies to all entities with available-for-sale and
        trading securities. SFAS No. 159 is effective for the Company’s
        consolidated financial statements for the annual reporting period beginning
        after November 15, 2007. The Company is currently evaluating the impact of
        this new pronouncement on its consolidated financial statements.
 
 On
        December 4, 2007, the Financial Accounting Standards Board (FASB) issued
        SFAS
        No. 160, *Noncontrolling
        interest in Consolidated Financial Statements* (SFAS
        No.
        160). SFAS No. 160 requires all entities to report noncontrolling (minority)
        interests in subsidiaries as equity in the consolidated financial statements.
        The statement establishes a single method of accounting for changes in a
        parent’s ownership interest in a subsidiary that do not result in
        deconsolidation and expands disclosures in the consolidated financial
        statements. SFAS No. 160 is effective for fiscal years beginning after December
        15, 2008 and interim periods within those fiscal years. We have not yet
        determined the impact of the adoption of SFAS No. 160 on our consolidated
        financial statements and footnote disclosures.
  On
        December 4, 2007, the FASB issued SFAS No.141R, *Business
        Combinations (* SFAS
        No.
        141R). SFAS No. 141R requires the acquiring entity in a business combination
        to
        recognize all the assets acquired and liabilities assumed, establishes the
        acquisition date fair value as the measurement objective for all assets acquired
        and liabilities assumed, and requires the acquirer to expand disclosures
        about
        the nature and financial effect of the business combination. SFAS No. 141R
        is
        effective for business combinations for which the acquisition date is on
        or
        after the beginning of the first annual reporting period beginning on or
        after
        December 15, 2008. We have not yet determined the impact of the adoption
        of SFAS
        No. 141R on our consolidated financial statements and footnote disclosures.




**Item
                7A.**
              **Quantitative
                  and Qualitative Disclosures About Market
                  Risk**
 
 The
        Company does not currently engage in transactions in derivative financial
        instruments or derivative commodity instruments. As of December 31, 2007,
        the Company’s financial instruments were not exposed to significant market risk
        due to interest rate risk, foreign currency exchange risk, commodity price
        risk
        or other relevant market risks, such as equity price risk.
 
 ***Interest
        Rate Risk***
 
 Our
        anticipated operations are expected to be leveraged and sensitive to the
        difference between the interest rates we pay for borrowed funds and the interest
        rates we charge in our lending operations. Our potential exposure to interest
        rate risk arises primarily from changes in prime lending rates of commercial
        banks, which are in turn impacted by the policies and practices of the United
        States Federal Reserve Board, among other things.


13




**Item
                8.**
              **Financial
                  Statements and Supplementary
                  Data**




**NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.**





**FINANCIAL
      STATEMENTS**





**DECEMBER
      31, 2007**


14


**NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.**




**INDEX**





**PAGE****REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
            **F-2****CONSOLIDATED
                BALANCE SHEETS**
            **F-3****CONSOLIDATED
                STATEMENTS OF OPERATIONS**
            **F-4****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**
            **F-5****CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
                (DEFICIT)**
            **F-6****NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS**
            **F-7
                - F-15**


F-1


***KEMPISTY
      & COMPANY***


CERTIFIED
      PUBLIC ACCOUNTANTS, P.C.





15
      MAIDEN
      LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212)
      513-1930





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board
        of
        Directors


Northeast
        Automotive Holdings, Inc.




We
        have
        audited the accompanying consolidated balance sheets of Northeast Automotive
        Holdings, Inc. as of December 31, 2007 and 2006 and the related consolidated
        statements of operations, changes in stockholders' equity and cash flows
        for
        each of the years in the three year period ended December 31, 2007. 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 the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        at
        this time, 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 audit provides
        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 Northeast Auto
        Acceptance Corp. at December 31, 2007 and 2006 and the results of its operations
        and its cash flows for each of the years in the three year period ended December
        31, 2007 in conformity with accounting principles generally accepted in the
        in
        the United States of America.





Signature


Kempisty
      & Company


Certified
      Public Accountants PC


New
      York,
      New York


April
      9,
      2008


F-2


**NORTHEAST
        AUTOMOTIVE HOLDINGS, INC**




**CONSOLIDATED
        BALANCE SHEETS**
 December
                    31,2007
                
                2006ASSETSCurrent
                    AssetsCash
                
                $
                328,658
                
                $
                188,037Inventory
                    (Note 4)
                
                
                4,804,127
                
                
                3,656,059Accounts
                    receivable (Note 3)
                
                
                829,498
                
                
                695,181Total
                      Current Assets
                
                
                5,962,283
                
                
                4,539,277Equipment,
                    net (Note 5)
                
                
                23,464
                
                
                -Other
                    assets (Note 6)
                
                
                26,153
                
                
                39,491TOTAL
                    ASSETS
                
                $
                6,011,900
                
                $
                4,578,768LIABILITIES
                    AND STOCKHOLDERS' EQUITYCurrent
                    LiabilitiesAccounts
                    payable
                
                $
                298,168
                
                $
                263,650Note
                    payable to bank (Note 7)
                
                
                100,000
                
                
                100,000Credit
                    line
                
                
                849,842
                
                
                160,480Demand
                    loans payable (Note 7)
                
                
                1,816,576
                
                
                1,307,331Credit
                    card loan payable (Note 7)
                
                
                173,299
                
                
                155,848Due
                    to stockholders (Note 7)
                
                
                1,605,707
                
                
                1,201,996Accrued
                    expenses (Note 15)
                
                
                361,367
                
                
                375,760Payroll
                    taxes withheld and accrued
                
                
                152,645
                
                
                181,718Total
                      Current Liabilities
                
                
                5,357,604
                
                
                3,746,783Commitments
                    and contingencies (Note 12)
                
                
                -
                
                
                -Stockholders'
                    EquityPreferred
                    stock, .0001 par value, 10,000,000 shares authorized, none issued
                    andoutstanding
                
                
                -
                
                
                -Common
                    stock, .0001 par value, 300,000,000 shares authorized, 26,618,586
                    sharesissued
                    and outstanding as of December 31, 2007 and December 31,
                    2006
                
                
                2,662
                
                
                3,457,917Additional
                  Paid in Capital
                
                
                3,455,255
                
                
                -Deficit
                
                
                (2,802,445
                )
                
                (2,624,756
                )655,472
                
                
                833,161Less:
                      Treasury stock (200,000 common shares)
                
                
                (1,176
                )
                
                (1,176
                )Total
                      Stockholders' Equity
                
                
                654,296
                
                
                831,985TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                6,011,900
                
                $
                4,578,768
  **See
          Notes to Financial Statements.**
  F-3
 **NORTHEAST
          AUTOMOTIVE HOLDINGS, INC**
  **CONSOLIDATED
          STATEMENTS OF OPERATIONS**
  Year
                  Ended December 31,2007
              
              2006
              
              2005Net
                  sales
              
              $
              73,704,029
              
              $
              71,317,892
              
              $
              60,993,353Cost
                  of sales
              
              
              72,124,063
              
              
              69,397,697
              
              
              59,124,774Gross
                  profit
              
              
              1,579,966
              
              
              1,920,195
              
              
              1,868,579Operating
                  expenses:Officers
                  salaries
              
              
              612,090
              
              
              634,022
              
              
              524,738Consulting
                  fees
              
              
              -
              
              
              148,556
              
              
              48,971Stock
                  based consulting fees
              
              
              -
              
              
              -
              
              
              756,794Interest
                  expense
              
              
              333,559
              
              
              284,633
              
              
              642,982Selling,
                  general and administrative
              
              
              825,454
              
              
              817,601
              
              
              1,032,799Total
                  operating expenses
              
              
              1,771,103
              
              
              1,884,812
              
              
              3,006,284Profit
                  (Loss) from operations
              
              
              (191,137
              )
              
              35,383
              
              
              (1,137,705
              )Interest
                  Income
              
              
              1,848
              
              
              431
              
              
              -Profit
                  (Loss) before income taxes
              
              
              (189,289
              )
              
              35,814
              
              
              (1,137,705
              )Income
                  taxes (Note 11)
              
              
              (11,600
              )
              
              (1,169
              )
              
              7,414Net
                  profit (loss)
              
              $
              (177,689
              )
              $
              36,983
              
              $
              (1,145,119
              )Net
                  loss per share basic and diluted
              
              $
              (0.01
              )
              $
              0.00
              
              $
              (0.05
              )Weighted
                  average number of shares outstanding
              
              
              26,618,586
              
              
              26,618,586
              
              
              25,402,541
  **See
        Notes to Financial Statements.**
  F-4
 **NORTHEAST
          AUTOMOTIVE HOLDINGS, INC**


**CONSOLIDATED
          STATEMENTS OF CASH FLOWS**
  Year
                  Ended December 31,2007
              
              2006
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  profit (loss)
              
              $
              (177,689
              )
              $
              36,983
              
              $
              (1,145,119
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
                  and amortization
              
              
              426
              
              
              2,309
              
              
              4,189Stock
                  issued for consulting fees
              
              
              -
              
              
              -
              
              
              756,794Stock
                  issued for interest
              
              
              -
              
              
              -
              
              
              5,411Beneficial
                  conversion feature on interest
              
              
              -
              
              
              -
              
              
              440,000Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              (134,317
              )
              
              (100,381
              )
              
              (594,800
              )(Increase)
                  decrease in inventory
              
              
              (1,148,068
              )
              
              (1,022,300
              )
              
              309,801(Increase)
                  decrease in other assets
              
              
              13,338
              
              
              150,409
              
              
              (79,590
              )Increase
                  (decrease) in accounts payable
              
              
              34,518
              
              
              116,003
              
              
              (62,043
              )Increase
                  (decrease) in accrued expenses
              
              
              (2,403
              )
              
              (95,742
              )
              
              -Increase
                  (decrease) in payroll taxes
              
              
              (41,063
              )
              
              70,702
              
              
              (33,218
              )Total
                  adjustments
              
              
              (1,227,569
              )
              
              (879,000
              )
              
              746,544CASH
                  USED BY OPERATING ACTIVITIES
              
              
              (1,455,258
              )
              
              (842,017
              )
              
              (398,575
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of fixed assets
              
              
              (23,890
              )
              
              (2,309
              )
              
              (4,189
              )CASH
                  USED BY INVESTING ACTIVITIES
              
              
              (23,890
              )
              
              (2,309
              )
              
              (4,189
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  of line of credit
              
              
              8,846,708
              
              
              8,767,633
              
              
              -Repayment
                  of line of credit
              
              
              (8,157,346
              )
              
              (8,607,153
              )
              
              -Proceeds
                  of stockholders loans
              
              
              465,544
              
              
              142,178
              
              
              142,460Repayment
                  of stockholders loan
              
              
              (61,833
              )
              
              (118,408
              )
              
              (60,110
              )Proceeds
                  of demand loans
              
              
              517,245
              
              
              491,030
              
              
              877,025Repayment
                  of demand loans
              
              
              (8,000
              )
              
              (239,469
              )
              
              (5,730
              )Proceeds/(Repayments)
                  on credit card loan
              
              
              17,451
              
              
              60,018
              
              
              (89,786
              )CASH
                  PROVIDED BY FINANCING ACTIVITIES
              
              
              1,619,769
              
              
              495,829
              
              
              863,859NET
                  INCREASE (DECREASE) IN CASH
              
              
              140,621
              
              
              (348,497
              )
              
              461,095CASHBeginning
                  of year
              
              
              188,037
              
              
              536,534
              
              
              75,439End
                  of year
              
              $
              328,658
              
              $
              188,037
              
              $
              536,534SUPPLEMENTAL
                  CASH FLOW INFORMATIONCash
                  paid for:Income
                  tax payments
              
              $
              -
              
              $
              6,960
              
              $
              50,944Interest
                  payments
              
              $
              333,559
              
              $
              284,633
              
              $
              185,107
  **See
        Notes to Financial Statements.**




F-5


**NORTHEAST
        AUTOMOTIVE HOLDINGS, INC**


**CONSOLIDATED
        STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**
  Common
                    StockNo
                    Par Value
                
                Additional
                
                
                
                TreasuryShares
                
                Amount
                
                Paid
                    In Capital
                
                Deficit
                
                Stock
                
                TotalsBalances
                    at January 1, 2005
                
                
                23,186,886
                
                $
                1,614,706
                
                $
                -
                
                $
                (1,516,620
                )
                $
                (1,176
                )
                $
                96,910Common
                    stock issued for consulting fees
                
                
                2,428,000
                
                
                897,800
                
                
                
                
                
                -
                
                
                -
                
                
                897,800Common
                    stock issued for conversion of note
                
                
                1,000,000
                
                
                500,000
                
                
                
                
                
                -
                
                
                -
                
                
                500,000Common
                    stock issued for interest payable
                
                
                3,700
                
                
                5,411
                
                
                
                
                
                -
                
                
                -
                
                
                5,411Beneficial
                    conversion feature on convertible note
                
                
                -
                
                
                440,000
                
                
                
                
                
                -
                
                
                -
                
                
                440,000Net
                    (Loss)
                
                
                -
                
                
                -
                
                
                
                
                
                (1,145,119
                )
                
                -
                
                
                (1,145,119
                )Balances
                    at December 31, 2005
                
                
                26,618,586
                
                
                3,457,917
                
                
                -
                
                
                (2,661,739
                )
                
                (1,176
                )
                
                795,002Net
                    Profit
                
                
                -
                
                
                -
                
                
                
                
                
                36,983
                
                
                -
                
                
                36,983Balances
                    at December 31, 2006
                
                
                26,618,586
                
                
                3,457,917
                
                
                
                
                
                (2,624,756
                )
                
                (1,176
                )
                
                831,985Reincorporation
                
                
                
                
                
                (3,455,255
                )
                
                3,455,255Net
                    (Loss)
                
                
                -
                
                
                -
                
                
                
                
                
                (177,689
                )
                
                -
                
                
                (177,689
                )Balances
                    at December 31, 2007
                
                
                26,618,586
                
                $
                2,662
                
                $
                3,455,255
                
                $
                (2,802,445
                )
                $
                (1,176
                )
                $
                645,296


**See
        Notes to Financial Statements.**




F-6


**NORTHEAST
        AUTOMOTIVE HOLDINGS, INC**




**NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1- ORGANIZATION AND NATURE OF BUSINESS**
 
 Northeast
        Automotive Holdings, Inc. (the “Company") (“Northeast”) was incorporated in
        Nevada in 2007. Northeast Auto Acceptance Corp-FL (“NE-FL”) was incorporated in
        New York in July 1991 under the name of Catadyne Corporation that was
        reincorporated in Florida on February 1, 1996. On December 7, 2007 NE-FL
        merged
        into Northeast.
 
 On
        January 14, 2004, NE-FL 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, a New York corporation, formed in 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.
  REINCORPORATION
  Effective
        December 17, 2007, the Company reincorporated under the laws of the State
        of
        Nevada as Northeast Automotive Holdings, Inc., Pursuant to a Plan and Agreement
        of Merger, Northeast Auto Acceptance Corp. (a Florida corporation) was merged
        into Northeast Automotive Holdings, Inc., a Nevada corporation formed for
        the
        purpose of reincorporation. The reincorporation merger was approved by the
        Company’s Board of Directors and a majority of the shareholders by written
        consent on October 18, 2007. The shareholders also approved an increase in
        the
        authorized capital to 310,000,000 shares, consisting of 300,000,000 shares
        of
        common stock, and 10,000,000 shares of preferred stock, each with a par value
        of
        $0.0001.
  **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 effect 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.
 
 **Depreciation**
 
 The
        cost
        of equipment is depreciated over the estimated useful lives of the related
        assets of five years.
 
 **Principles
        of Consolidation**
 
 These
        consolidated financial statements include the accounts of the Company and
        its
        wholly owned subsidiary Northeast Auto Acceptance (New York). All intercompany
        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.
 F-7
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
              TO CONSOLIDATED FINANCIAL
              STATEMENTS**
 **Note
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 **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 under the asset and liability method as
        required by SFAS No. 109, "Accounting for Income Taxes", issued by the Financial
        Accounting Standards Board ("FASB"). Under this method, deferred income tax
        assets and liabilities are recognized for the future tax consequences
        attributable to differences between the financial reporting and tax basis
        of
        assets and liabilities. Deferred tax assets and liabilities are measured
        using
        enacted tax rates expected to apply to taxable income in the years in which
        those temporary differences are expected to be recovered or
        settled.
 
 **Recently
        Issued Accounting Standards**
 
 In
        July
        2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “ *Accounting
        for Uncertainty in Income Taxes* ”,
        which
        prescribes a comprehensive model for how a company should recognize, measure,
        present and disclose in its financial statements uncertain tax positions
        that
        the company has taken or expects to take on a tax return (including a decision
        whether to file or not to file a return in a particular jurisdiction). The
        accounting provisions of FIN No.48 are effective for fiscal years beginning
        after December 15, 2006. The adoption of this Interpretation had no impact
        on
        our financial position or results of operations.
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        (“SFAS”) No. 157, “ *Fair
        Value Measurements* ”,
        which
        establishes a framework for reporting fair value and expands disclosures
        about
        fair value measurements. SFAS No. 157 is effective for financial statements
        issued for fiscal years beginning after November 15, 2007 and interim periods
        within those fiscal years. The adoption of this standard will have no impact
        on
        our financial statements.
 
 In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No. 159, “ *The
        Fair Value Option for Financial Assets and Financial
        Liabilities* ”,
        which
        includes an amendment of FASB Statement No. 115,
        (“SFAS No. 159”). SFAS No. 159 permits entities to choose to
        measure many financial instruments and certain other items at fair value.
        Most
        of the provisions of this Statement apply only to entities that elect the
        fair
        value option. However, the amendment to FASB Statement No. 115,
“ *Accounting
        for Certain Investments in Debt and Equity Securities* ”,
        (“SFAS No. 115”), applies to all entities with available-for-sale and
        trading securities. SFAS No. 159 is effective for the Company’s
        consolidated financial statements for the annual reporting period beginning
        after November 15, 2007. The Company is currently evaluating the impact of
        this new pronouncement on its consolidated financial statements.
 
 On
        December 4, 2007, the Financial Accounting Standards Board (FASB) issued
        SFAS
        No. 160, *Noncontrolling
        interest in Consolidated Financial Statements* (SFAS
        No.
        160). SFAS No. 160 requires all entities to report noncontrolling (minority)
        interests in subsidiaries as equity in the consolidated financial statements.
        The statement establishes a single method of accounting for changes in a
        parent’s ownership interest in a subsidiary that do not result in
        deconsolidation and expands disclosures in the consolidated financial
        statements. SFAS No. 160 is effective for fiscal years beginning after December
        15, 2008 and interim periods within those fiscal years. We have not yet
        determined the impact of the adoption of SFAS No. 160 on our consolidated
        financial statements and footnote disclosures.
 
 On
        December 4, 2007, the FASB issued SFAS No.141R, *Business
        Combinations (* SFAS
        No.
        141R). SFAS No. 141R requires the acquiring entity in a business combination
        to
        recognize all the assets acquired and liabilities assumed, establishes the
        acquisition date fair value as the measurement objective for all assets acquired
        and liabilities assumed, and requires the acquirer to expand disclosures
        about
        the nature and financial effect of the business combination. SFAS No. 141R
        is
        effective for business combinations for which the acquisition date is on
        or
        after the beginning of the first annual reporting period beginning on or
        after
        December 15, 2008. We have not yet determined the impact of the adoption
        of SFAS
        No. 141R on our consolidated financial statements and footnote disclosures.
 F-8
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
              TO CONSOLIDATED FINANCIAL
              STATEMENTS**
 **Note
        3- ACCOUNTS RECEIVABLE**
 
 Accounts
        receivable consists of the following:
 
 December
                  31,
              
              December
                  31,2007
              
              2006Accounts
                  receivable-trade
              
              $
              829,498
              
              $
              695,187
 
 The
        accounts receivable are due from the sale of used autos. No provision for
        doubtful accounts has been recorded since most all receivables are collected
        within 14 to 23 days. The Company has not had any unpaid receivables in the
        past
        five years.
 
 **Note
        4- INVENTORIES**
 
 Inventory
        consists of the following:
 
 December
                  31,
              
              December
                  31,2007
              
              2006Automobiles
                  purchased for resale
              
              $
              4,804,127
              
              $
              3,656,059
 
 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 it’s pricing of inventory as a
        result of deviations from actual results.
 F-9
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
        5-EQUIPMENT**
 
 The
        following is a summary of equipment:
 
 December
                  31,
              
              December31,2007
              
              2006Equipment
              
              $
              4,243
              
              $
              4,243Office
                  Equipment
              
              
              4,327
              
              
              4,327Office
                  Furniture
              
              
              25,148
              
              
              1,258Leasehold
                  Improvements
              
              
              2,700
              
              
              2,700Total
              
              $
              36,418
              
              $
              12.528Less:
                  accumulated depreciation
              
              
              (12,954
              )
              
              (12,528
              )$
              23,464
              
              
              -
 
 **Note
        6 - OTHER ASSETS**
 
 December
                  31,
              
              December
                  31,2007
              
              2006Other
                  assets consists of the following:Prepaid
                  federal corporate taxes
              
              $
              -
              
              $
              29,980Prepaid
                  state corporate taxes
              
              
              16,011
              
              
              7,711Security
                  deposit
              
              
              1,800
              
              
              1,800$
              17,811
              
              
              39,491
 F-10
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
        7- NOTES AND LOANS PAYABLE**
  Notes
        and
        loans payable are as follows:
  December
                  31,2007
              
              December
                  31,2006Line
                  of credit (On October 4, 2004, the Company was approved for a line
                  of
                  credit of $975,000, as an inventory financing ("Floor Plan") loan
                  with
                  interest set at 2% above the Wall Street Journal Prime rate. The
                  agreement
                  requires any advances to be repaid for a vehicle on the earliest
                  of forty
                  eight (48) hours from the time of sale or within twenty four (24)
                  hours
                  from the time the Company receives payment by or on behalf of the
                  purchase
                  of such vehicle or demand. The agreement is personally guaranteed
                  by the
                  officers and their respective spouses. The collateral for the loan
                  is any
                  vehicle owned by the Company) The agreement does not have any other
                  restrictive covenants.$
              849,842
              
              $
              160,480Note
                  payable bank (Note payable to bank due February 2007, is an open
                  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
              
              
              100,0009%
                  $250,000 convertible demand note is dated December 19, 2005 The
                  9%
                  $150,000 convertible demand note is dated August 23, 2004. Interest
                  is
                  payable when the notes are paid. Each of these notes are convertible
                  at
                  $0.25 a share.
              
              
              700,000
              
              
              400,0009%
                  unsecured demand notes payable
              
              
              1,116,576
              
              
              907,331Loans
                  payable-credit cards payable (Credit cards payable are unsecured,
                  pay
                  interest from 8.24% to 12.25% per annum and are payable in monthly
                  installments)
              
              
              173,299
              
              
              155,848Due
                  to stockholders (The stockholder loans are unsecured, pay interest
                  at 9%
                  per annum, are subordinated to the bank loan and have no specific
                  terms of
                  repayment)
              
              
              1,605,707
              
              
              1,201,996Total
                  notes and loans payable
              
              $
              3,695,582
              
              $
              2,765,175
 F-11
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 
  **Note
        7- NOTES AND LOANS PAYABLE (Continued)**
 
 There
        are
        no restrictions on additional borrowings, obligations to maintain minimum
        working capital or restrict dividends in our current credit
        facilities.
 
 **Note
        8-COMMON STOCK**
 
 In
        January 2005 the Company issued 2,200,000 shares of its common stock to a
        consultant valued at $704,000, valued at $0.32 per share. This was charged
        to
        expense in 2005.
 
 In
        February 2005, the Company increased its authorized shares from 10,000,000
        common shares, no par value, to 100,000,000 common shares, no par value,
        and
        1,000,000 preferred shares, no par value.
 
 In
        December, 2004, an investor, who wanted to invest $500,000 to purchase common
        stock, could not do so due to the over issuance referred to above.
 
 On
        February 17, 2005, the Company received $500,000 from such investor for a
        $500,000 face value, 5% convertible note convertible into the Company's no
        par
        value common stock at $0.50 per share, upon the Company amending its articles
        of
        incorporation to increase the authorized common shares to 100,000,000. On
        March
        16, 2005 the Company filed its Amended and Restated Articles of Incorporation
        with the State of Florida and converted the note into 1,000,000 shares of
        its
        common stock. The Company recorded $440,000 in interest expense for the
        beneficial conversion feature on this convertible note.
 
 In
        May
        2005 the Company issued 1,000,000 shares of its common stock to convert a
        $500,000 convertible note, valued at $0.50 per share and issued 3,500 shares
        of
        the common stock for $5,411 in interest expense, valued at $1.55 per share
        (the
        market price of the stock when issued).
 
 In
        July
        and August 2005 the Company issued 228,000 shares of its common stock to
        two
        consultants valued at $193,800, the market value at the date of the contracts,
        valued at $0.85 per share. Of this amount $141,006 was prepaid for 2006 and
        $52,794 was charged to expense in 2005.
 
 **Note
        9- RELATED PARTY TRANSACTION**
 
 During
        2007, 2006 and 2005, the Company paid $120,000, $150,000 and $150,000,
        respectively to William Solko's wife as a salary.
 
 **Note
        10- PROFIT OR LOSS PER COMMON 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.
 F-12
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
              TO CONSOLIDATED FINANCIAL
              STATEMENTS**
 **NOTE
        11 - INCOME TAXES**
 
 Due
        to
        the Company’s net loss, there was no provision for income taxes. The Company has
        net operating loss carry forwards for income tax purposes of approximately
        $576,000 at December 31, 2007, $398,000 at December 31, 2006, and $434,000
        at
        December 31, 2005.. These carry forward losses are available to offset future
        taxable income, if any, and expire starting in the year 2023. The Company’s
        utilization of this carry forward against future taxable income may become
        subject to an annual limitation due to a cumulative change in ownership of
        the
        Company of more than 50 percent.
  The
        components of the Company’s tax provision were as follows:


2007
              
              2006
              
              2005Current
                  income tax (benefit) expense
              
              $
              (68,000
              )
              $
              13,000
              
              $
              13,000Deferred
                  income tax expense (benefit)
              
              
              68,000
              
              
              (13,000
              )
              
              (13,000
              )$
              -
              
              $
              -
              
              $
              -
  The
        reconciliation of the income tax computed at the U.S. Federal statutory rate
        to
        income tax expense for the periods ended December 31, 2007 and
        2006:


2007
                
                2006
                
                2005Tax
                      expense (benefit) at Federal rate (34%)
                
                $
                (57,000
                )
                $
                11,000
                
                $
                11,000State
                    and local income tax, net of Federal benefit
                
                
                (1!,000
                )
                
                2,000
                
                
                2,000Effect
                      of timing difference
                
                
                -
                
                
                -
                
                
                -Change
                    in valuation allowance
                
                
                68,000
                
                
                (13,000
                )
                
                (13,000
                )Net
                    income tax (benefit) allowance
                
                $
                -
                
                $
                -
                
                $
                -
 F-13
 **NORTHEAST
              AUTOMOTIVE HOLDINGS, INC**
  **NOTES
                TO CONSOLIDATED FINANCIAL
                STATEMENTS**
 **NOTE
        12 - INCOME TAXES (Continued)**
 
 Deferred
        income taxes reflect the net income tax effect of temporary differences between
        the carrying amounts of the assets and liabilities for financial reporting
        purposes and amounts used for income taxes. The Company’s deferred income tax
        assets and liabilities consist of the following:
  Deferred
          tax asset:
  December
                    31,
                
                December
                    31,
                
                December
                    31,2007
                
                2006
                
                2005Deferred
                      tax asset from loss carry forward
                
                $
                218,000
                
                $
                150,000
                
                $
                163,000Valuation
                      allowance
                
                
                (218,000
                )
                
                (150,000
                )
                
                (163,000
                )Net
                    deferred tax assets
                
                $
                0
                
                $
                0
                
                $
                0
 The
        Company recognized no income tax benefit for the loss generated for the periods
        through December 31, 2007.
 
 SFAS
        No.
        109 requires that a valuation allowance be provided if it is more likely
        than
        not that some portion or all of a deferred tax asset will not be realized.
        The
        Company's ability to realize the benefit of its deferred tax asset will depend
        on the generation of future taxable income. Because the Company has yet to
        recognize significant revenue from the sale of its products, it believes
        that
        the full valuation allowance should be provided.
 
 **Note
        12-** **COMMITMENTS
        AND CONTINGENCIES**
 
 The
        Company rents office space on a month-to-month basis at two locations. Rent
        expense was approximately $ 7,547 for 2007, $7,500 for 2006, and $11,700
        for
        2005.
 
 **Note
        13-SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION**
 
 The
        Company issued common stock as follows:
 
 For
        the
        year ended December 31, 2005:
 
 ·
              On
                  January 3, 2005, 2,200,000 shares of the Company’s common stock were
                  issued for $704,000 of consulting services performed by an unrelated
                  party. The value of the transaction was determined by the closing
                  market
                  price of the stock on the date of
                  issue.
 
 ·
              On
                  February 17, 2005 1,000,000 shares of the Company’s stock was issued for
                  $500,000 of a convertible note. As part of this conversion the
                  Company
                  also recognized $440,000 of interest expense related to the beneficial
                  conversion feature on the convertible note. The value of the transaction
                  was determined by the closing market price of the stock on the
                  date of
                  issue.
 
 ·
              On
                  February 17, 2005, 3,700 shares of the Company’s common stock were issued
                  to pay $5,411 of interest. The value of the transaction was determined
                  by
                  the closing market price of the stock on the date of
                  issue.
 
 ·
              On
                  July 1, 2005, 200,000 shares of the Company’s common stock were issued for
                  $170,000 of consulting services performed by an unrelated party.
                  The value
                  of the transaction was determined by the closing market price of
                  the stock
                  on the date of issue.
 
 ·
              On
                  August 1, 2005, 28,000 shares of the Company’s common stock were issued
                  for $23,800 of consulting services performed by an unrelated party.
                  The
                  value of the transaction was determined by the closing market price
                  of the
                  stock on the date of issue.
 F-14
 **NORTHEAST
            AUTOMOTIVE HOLDINGS, INC**
  **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Note
            14- OFF BALANCE SHEET RISK**
 
 Included
        in the accompanying balance sheet is inventory of used automobiles at a carrying
        value of $3,656,059 at December 31, 2006, $2,633,759 at December 31, 2005,
        $2,943,560 at December 31, 2004, which represents management's estimate of
        its
        net realizable value which approximate market. Such value is based on forecasts
        for sales of used automobiles in the ensuing year. The used automobile industry
        is characterized by rapid price changes. Should demand for used automobiles
        prove to be significantly less than anticipated, the ultimate realizable
        value
        of such products could be substantially less than the amount shown in the
        balance sheet. This risk is increased by the Company's need to move inventory
        due to the lack of working capital.
 
 The
        Company has not experienced any significant write-downs or write-offs of
        inventory over the last three years.
 
 The
        realizability of the inventory at the end of each reporting period is determined
        by management based upon the sales prices received for the auto sold in the
        ensuing 30-day period from the end of the reporting period.
 
 **Note
        15- ACCRUED EXPENSES**
 
 Accrued
        expenses consist of the following:
 
 December
                  31,
              
              December
                  31,2007
              
              2006Interest
              
              
              89,921
              
              
              67,437Auto
                  Conditioning and Repair
              
              
              79,436
              
              
              -Transportation
              
              
              122,147
              
              
              186,755Commissions
              
              
              10,236
              
              
              8,036Professional
                  fees
              
              
              45,000
              
              
              44,000Other
                  expenses
              
              
              14,627
              
              
              69,532$
              361,367
              
              $
              375,760
 
 **Note
        16- FAIR VALUE OF FINANCIAL INSTRUMENTS**
 
 The
        carrying value of financial instruments including cash and cash equivalents,
        receivables, accounts payable, accrued expenses and loans payable approximates
        their fair value at December 31, 2007 due to the relatively short-term nature
        of
        these instruments.
 
 F-15


**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**





Pursuant
      to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
      the Company carried out an evaluation, with the participation of the Company’s
      management, including the Company’s Chief Executive Officer (“CEO”) and Chief
      Financial (“CFO”) (the Company’s principal financial and accounting officer), of
      the effectiveness of the Company’s disclosure controls and procedures (as
      defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period
      covered by this report. Based upon that evaluation, the Company’s CEO and CFO
      concluded that the Company’s disclosure controls and procedures are effective to
      ensure that information required to be disclosed by the Company in the reports
      that the Company files or submits under the Exchange Act, is recorded,
      processed, summarized and reported, within the time periods specified in the
      SEC’s rules and forms, and that such information is accumulated and communicated
      to the Company’s management, including the Company’s CEO and CFO, as
      appropriate, to allow timely decisions regarding required
      disclosure.




**Management’s
      Report on Internal Controls over Financial Reporting**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
      on this evaluation, our principal executive officer and principal financial
      officers have concluded that our disclosure controls and procedures are
      effective to ensure that information required to be disclosed by us in the
      reports we file or submit under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms and that our disclosure and controls are
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is accumulated and
      communicated to our management, including our principal executive and principal
      financial officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure.




**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 name and age of our sole executive officer and
      director.





**Name**
            
            **Age**
            
            **Position**
            
            **Date
                of Appointment**William
                Solko
            
            38
            
            President,
                Chief Executive Officer, Chairman
            
            December
                2004Michael
                Shaw
            
            38
            
            Vice
                President
            
            December
                2004Marsha
                Solko
            
            38
            
            Director
                of Administration
            
            December
                2004





Set
      forth
      below is a brief description of the background and business experience of our
      sole executive officer and 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 21 years of experience
      in
      the automobile industry including over 18 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 11 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 19 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.


17




**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, 2007 in all capacities for the accounts of our
      executives, including the Chief Executive Officer (CEO) and Chief Financial
      Officer (CFO):




**Compensation
      of Executive Officers (continued)**





**SUMMARY
      COMPENSATION TABLE**





**Name
                and**
              **Principal
                Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option
                Awards**
              **($)**
            
            **Non-Equity
                Incentive**
              **Plan
                Compensation ($)**
            
            **Non-Qualified
                Deferred Compensation Earnings**
              **($)**
            
            **All
                Other Compensation($)**
            
            **Totals**
              **($)**William
                Solko
              President,
                Chief
            
            
            2007
            
            $
            339,511
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            $
            339,511Executive
                OfficerMichael
                Shaw, Vice
              President
            
            
            2007
            
            
            272,579
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            $
            272,579Marsha
                Solko,
              Director
                of
              Administration
            
            
            2007
            
            $
            120,000
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            
            -0-
            
            $
            120,000




**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, 2007, and the subsequent period up to the date of the
      filing of this prospectus.


18


**Compensation
      of Directors**




For
      the
      fiscal year ended December 31, 2007, we did not compensate our directors for
      their services.





**Item
              12.**
            **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 March 7, 2008, 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
              Stock
            
            
            William
                Solko (1)
              Michael
                Shaw (1)
            
            
            15,000,000
              2,000,000
            
            
            56.4
              7.5
            %
              %





(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 100,000,000 shares of Class A Common Stock authorized, 26,618,586
                shares issued and outstanding.





**Item
              13.**
            **Certain
                Relationships and Related
                Transactions.**





None.




**Item
                14.**
              **Principal
                  Accounting Fees and
                  Services.**
  **Audit
        Fees**
  For
        our fiscal year ended December 31, 2007, we were billed approximately $30,000.00
        for professional services rendered for the audit and reviews of our financial
        statements.
  **Tax
        Fees**
  For
        our fiscal year ended December 31, 2007, we were not billed for professional
        services rendered for tax compliance, tax advice, and tax planning.
  **All
        Other Fees**
  The
        Company did not incur any other fees related to services rendered by our
        principal accountant for the fiscal year ended December 31, 2007.
  **Audit
        Related Fees**
  For
        our fiscal year ended December 31, 2007, we were not billed for professional
        services rendered for audit related fees.
 
 **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 and tax fees
        paid
        to the auditors with respect to fiscal year 2007 were pre-approved by the
        entire
        Board of Directors.




19




**Item
              15.**
            **Exhibits.**





**Exhibit No.**
            
            **Title
                of Document**
            
            **Location**3.1
            
            Articles
                of Incorporation
            
            Incorporated
                by reference to Information Statementfiled on November 8,
                20073.2
            
            Bylaws
            
            Incorporated
                by reference to Information Statement filed on November 8,
                200714.1
            
            Code
                of Ethics
            
            Filed
                herewith31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Rule 13a-14(a) of the Securities Exchange Act of 1934
            
            Filed
                herewith32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
            
            Filed
                herewith


20





**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
                SOLKOPresident,
                Chief Executive OfficerDate:
            April
                14, 2008





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
            
            April
                14, 2008WILLIAM
                SOLKO


21