UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q





x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.





For
the quarterly period ended September 30, 2009





or





 ̈
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the transition period from                 to




Commission
file number: 000-51997





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 Number)





2174
HEWLETT AVENUE, SUITE 206


MERRICK,
NY 11566


(Address
of Principal Executive Offices)


(Zip
Code)





(516)
377-6311


(Registrant’s Telephone Number
including area code)


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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  
Yes o No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





Large accelerated filer
             ̈
            Accelerated filer
             ̈Non-accelerated filer
             ̈
            Smaller reporting company
            x(Do not check if a smaller reporting company)





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





The
number of shares outstanding of the Registrant’s common stock as of  
November 20, 2009 was 554,017 shares.








TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements
              3Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              14Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              19Item
      4.
              Controls
      and Procedures
              19PART
      II— OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              20Item
      1A.
              Risk
      Factors
              20Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              20Item
      3.
              Defaults
      Upon Senior Securities
              20Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              21Item
      5.
              Other
      Information
              21Item
      6.
              Exhibits
              21SIGNATURES
              21




2





PART
1 - FINANCIAL INFORMATION





Item 1.  Financial
Statements





NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





CONSOLIDATED
BALANCE SHEETS





September
      30,
                                  
                                  
                                  December
      31,2009
                                  
                                  
                                  2008(unaudited)ASSETSCurrent
      Assets:Cash
                                  
                                  $
                                  183,682
                                  
                                  
                                  $
                                  934,118Inventory
      (Note 4)
                                  
                                  
                                  1,726,414
                                  
                                  
                                  
                                  1,485,247Accounts
      receivable
                                  
                                  
                                  176,824
                                  
                                  
                                  
                                  421,910Total
      Current Assets
                                  
                                  
                                  2,086,920
                                  
                                  
                                  
                                  2,841,275Equipment,
      net (Note 5)
                                  
                                  
                                  17,612
                                  
                                  
                                  
                                  21,698Other
      assets (Note 6)
                                  
                                  
                                  7,723
                                  
                                  
                                  
                                  8,479TOTAL
      ASSETS
                                  
                                  $
                                  2,112,255
                                  
                                  
                                  $
                                  2,871,452LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable
                                  
                                  $
                                  379,775
                                  
                                  
                                  $
                                  159,040Note
      payable to bank (Note 7)
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  100,000Credit
      line (Note 7)
                                  
                                  
                                  256,195
                                  
                                  
                                  
                                  198,006Demand
      loans payable (Note 7)
                                  
                                  
                                  795,346
                                  
                                  
                                  
                                  904,246Credit
      Card loan payable (Note 7)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Due
      to stockholders (Note 7)
                                  
                                  
                                  710,381
                                  
                                  
                                  
                                  1,746,269Accrued
      expenses
                                  
                                  
                                  66,499
                                  
                                  
                                  
                                  133,946Payroll
      taxes withheld and accrued
                                  
                                  
                                  1,661
                                  
                                  
                                  
                                  1,960Total
      Current Liabilities
                                  
                                  
                                  2,309,857
                                  
                                  
                                  
                                  3,243,467Stockholders'
      equityPreferred
      stock, 0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued
      and outstanding
                                  
                                  
                                  1,000
                                  
                                  
                                  
                                  1,000Common
      stock, .001 par value, 300,000,000 shares authorized, 554,017 shares
      issued and outstanding March 31, 2009 and December 31,
2008
                                  
                                  
                                  554
                                  
                                  
                                  
                                  554Capital
      Stock to be issued (500,000 Shares)
                                  
                                  
                                  20,000
                                  
                                  
                                  
                                  20,000Additional
      Paid in Capital
                                  
                                  
                                  3,957,424
                                  
                                  
                                  
                                  3,957,424Deficit
                                  
                                  
                                  (4,175,405
                                  )
                                  
                                  
                                  (4,349,817
                                  )(196,426
                                  )
                                  
                                  
                                  (370,839
                                  )Less:
      Treasury stock (200,000 common shares)
                                  
                                  
                                  (1,176
                                  )
                                  
                                  
                                  (1,176
                                  )Total
      Stockholders' Equity
                                  
                                  
                                  (197,602
                                  )
                                  
                                  
                                  (372,015
                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                  
                                  $
                                  2,112,255
                                  
                                  
                                  $
                                  2,871,452




See
Notes to Financial Statements




3





NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





CONSOLIDATED
STATEMENTS OF OPERATIONS





Three
                
                
                Three
                
                
                Nine
                
                
                NineMonths
                
                
                Months
                
                
                Months
                
                
                MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008(unaudited)
                
                
                (unaudited)
                
                
                (unaudited)
                
                
                (unaudited)Net
      sales
                
                $
                3,716,052
                
                
                
                6,447,399
                
                
                
                13,101,548
                
                
                
                38,386,296Cost
      of sales
                
                
                3,453,266
                
                
                
                6,404,986
                
                
                
                12,257,510
                
                
                
                37,839,705Gross
      profit
                
                
                262,786
                
                
                
                42,413
                
                
                
                844,038
                
                
                
                546,591Operating
      expenses:Officers
      salaries
                
                
                -
                
                
                
                79,756
                
                
                
                92,026
                
                
                
                281,199Interest
      expense
                
                
                37,141
                
                
                
                78,847
                
                
                
                131,265
                
                
                
                255,638Consulting
      fees
                
                
                -
                
                
                
                11,333
                
                
                
                
                
                
                
                11,333Selling,
      general and administrative
                
                
                116,484
                
                
                
                166,279
                
                
                
                441,147
                
                
                
                569,470Total
      operating expenses
                
                
                153,625
                
                
                
                336,215
                
                
                
                664,438
                
                
                
                1,117,640Profit
      (Loss) from operations
                
                
                109,161
                
                
                
                (293,802
                )
                
                
                179,600
                
                
                
                (571,049
                )Income
      taxes (Note 11)
                
                
                9380
                
                
                
                1,520
                
                
                
                5,188
                
                
                
                (220
                )Net
      profit (loss)
                
                $
                108,223
                
                
                
                (292,282
                )
                
                
                174,412
                
                
                
                (570,829
                )Net
      profit (loss) per share, basic (Note 9)
                
                $
                0.20
                
                
                
                (0.53
                )
                
                
                0.31
                
                
                
                (1.03
                )Weighted
      average number of shares outstanding, basic
                
                
                554,017
                
                
                
                554,017
                
                
                
                554,017
                
                
                
                554,017Net
      profit (loss) per share, diluted (Note 9)
                
                $
                0.01
                
                
                
                (0.53
                )
                
                
                0.02
                
                
                
                (1.03
                )Weighted
      average number of shares outstanding, diluted
                
                
                11,054,017
                
                
                
                554,017
                
                
                
                11,054,017
                
                
                
                554,017





See
Notes to Financial Statements


4


NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





STATEMENTS
OF CASH FLOWS





Nine Months
                  
                  
                  Nine MonthsEnded
                  
                  
                  EndedSeptember 30, 2009
                  
                  
                  September 30, 2008(unaudited)
                  
                  
                  (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      profit (loss)
                  
                  $
                  174,412
                  
                  
                  $
                  (570,829
                  )Adjustments
      to reconcile net profit to net cash used by operating
      activities:Depreciation
      and amortization
                  
                  
                  4,086
                  
                  
                  
                  3,835Stock
      issued for consulting fees
                  
                  
                  
                  
                  
                  
                  20,000Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
                  
                  
                  245,085
                  
                  
                  
                  728,397(Increase)
      decrease in inventory
                  
                  
                  (241,167
                  )
                  
                  
                  1,789,519(Increase)
      decrease in other assets
                  
                  
                  756
                  
                  
                  
                  14,342(Increase)
      decrease in prepaid consulting fees
                  
                  
                  
                  
                  
                  
                  (8,667
                  )Increase
      (decrease) in accounts payable
                  
                  
                  220,735
                  
                  
                  
                  (94,429
                  )Increase
      (decrease) in accrued expenses
                  
                  
                  (67,444
                  )
                  
                  
                  (141,330
                  )Increase
      (decrease) in payroll taxes
                  
                  
                  (300
                  )
                  
                  
                  (143,560
                  )Total
      adjustments
                  
                  
                  161,751
                  
                  
                  
                  2,168,107CASH
      PROVIDED (USED) BY OPERATING ACTIVITIES
                  
                  
                  336,163
                  
                  
                  
                  1,597,278CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  (3,347
                  )CASH
      USED BY INVESTING ACTIVITIES
                  
                  
                  -
                  
                  
                  
                  (3,347
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      of line of credit
                  
                  
                  2,310,143
                  
                  
                  
                  4,276,399Repayment
      of line of credit
                  
                  
                  (2,251,954
                  )
                  
                  
                  (5,056,385
                  )Proceeds
      of stockholders loans
                  
                  
                  107,867
                  
                  
                  
                  729,374Repayment
      of stockholders loan
                  
                  
                  (1,143,755
                  )
                  
                  
                  (428,187
                  )Proceeds
      of demand loans
                  
                  
                  -
                  
                  
                  
                  257,214Repayment
      of demand loans
                  
                  
                  (108,900
                  )
                  
                  
                  (575,000
                  )Repayment
      on credit card loan
                  
                  
                  -
                  
                  
                  
                  (152,930
                  )CASH
      PROVIDED (USED)BY FINANCING ACTIVITIES
                  
                  
                  (1,086,599
                  )
                  
                  
                  (949,515
                  )NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  (750,436
                  )
                  
                  
                  644,416CASHBeginning
      of year
                  
                  
                  934,118
                  
                  
                  
                  328,658End
      of period
                  
                  $
                  183,682
                  
                  
                  $
                  973,074SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for:Income
      tax payments
                  
                  $
                  937
                  
                  
                  $
                  -Interest
      payments
                  
                  $
                  131,265
                  
                  
                  $
                  255,638SUPPLEMENTAL
      FINANCE AND INVESTMENT INFORMATIONConversion
      of debt to preferred stock
                  
                  $
                  -
                  
                  
                  $
                  100,000





See
Notes to Financial Statements.


5





NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
and Disclosures at and for the Nine Months Ended September 30, 2009 and 2008 are
unaudited)





NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS





The
Company buys used automobiles at auctions, then repairs, cleans, transports and
resells them wholesale throughout the United States.





NAME CHANGE OF THE
COMPANY





The Board
of Directors of Northeast Auto Acceptance Corp. (the “Company”) approved the
Merger of the Company, a Florida Corporation with Northeast Automotive Holdings,
Inc., a Nevada Corporation. Pursuant to an Information Statement filed on
November 8, 2007 with the Securities and Exchange Commission, Northeast
Automotive Holdings, Inc. executed an Agreement and Plan of merger with the
Company, with Northeast Automotive Holdings, Inc. being the surviving entity.
The purpose of this merger was to change the legal domicile of the Company from
Florida to Nevada.





GOING
CONCERN





The
financial statements have been prepared on the basis of a going concern which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has a working capital deficiency of $
222,937 at September 30, 2009 and the Company has an accumulated deficit of
$4,175,405 since inception.





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





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Estimates





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





Inventory





Inventory
is stated at the lower of cost or market.


6





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.





Revenue
Recognition





The
Company buys used autos and recognizes revenue when it resells them and the
title is transferred to the buyer.





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.





Adopted Accounting
Principles





In the
first quarter of 2009, we adopted revised standards for business combinations.
These revised standards generally require an entity to recognize the assets
acquired, liabilities assumed, contingencies, and contingent consideration at
their fair value on the acquisition date. In circumstances where the
acquisition-date fair value for a contingency cannot be determined during the
measurement period and it is concluded that it is probable that an asset or
liability exists as of the acquisition date and the amount can be reasonably
estimated, a contingency is recognized as of the acquisition date based on the
estimated amount. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred,
restructuring costs generally be expensed in periods subsequent to the
acquisition date, and changes in accounting for deferred tax asset valuation
allowances and acquired income tax uncertainties after the measurement period
impact income tax expense. In addition, acquired in-process research and
development is capitalized as an intangible asset and amortized over its
estimated useful life. SFAS No 141(R) is applicable to business combinations on
a prospective basis beginning in the first quarter of 2009. We did not complete
any business combinations in the first quarter of 2009.





In the
first quarter of 2009, we adopted new standards that specified the way in which
fair value measurements should be made for non-financial assets and
non-financial liabilities that are not measured and recorded at fair value on a
recurring basis, and specified additional disclosures related to these fair
value measurements. The adoption of these new standards did not have a
significant impact on our consolidated financial statements.





Recent
Accounting Pronouncements





In
June 2009, the Financial Accounting Standards Board (FASB) issued a
standard that established the FASB Accounting Standards Codification(ASC) and amended the
hierarchy of generally accepted accounting principles (ASC) and amended the
hierarchy of generally accepted accounting principles (GAAP) such that the ASC
became the single source of authoritative nongovernmental U.S. GAAP. The ASC did
not change current U.S. GAAP, but was intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All previously existing accounting standard
documents were superseded and all other accounting literature not included in
the ASC is considered non-authoritative. New accounting standards issued
subsequent to June 30, 2009 are communicated by the FASB through Accounting
Standards Updates (ASUs). The Company adopted the ASC on July 1, 2009. This
standard did not have an impact on the Company’s consolidated results of
operations or financial condition. However, throughout the notes to the
consolidated financial statements references that were previously made to
various former authoritative U.S. GAAP pronouncements have been changed to
coincide with the appropriate section of the ASC.


7


In
September 2006, the FASB issued an accounting standard codified in ASC 820,
Fair Value Measurements and
Disclosures. This standard established a single definition of fair value
and a framework for measuring fair value, set out a fair value hierarchy to be
used to classify the source of information used in fair value measurements, and
required disclosures of assets and liabilities measured at fair value based on
their level in the hierarchy. This standard applies under other accounting
standards that require or permit fair value measurements. One of the amendments
deferred the effective date for one year relative to nonfinancial assets and
liabilities that are measured at fair value, but are recognized or disclosed at
fair value on a nonrecurring basis. This deferral applied to such items as
nonfinancial assets and liabilities initially measured at fair value in a
business combination (but not measured at fair value in subsequent periods) or
nonfinancial long-lived asset groups measured at fair value for an impairment
assessment.  The adoption of the fair value measurement standard did not
have a material impact on the Company’s consolidated results of operations or
financial condition.





In
December 2007, the FASB issued a new standard which established the
accounting for and reporting of noncontrolling interests (NCIs) in partially
owned consolidated subsidiaries and the loss of control of subsidiaries. Certain
provisions of this standard indicate, among other things, that NCIs (previously
referred to as minority interests) be treated as a separate component of equity,
not as a liability (as was previously the case); that increases and decreases in
the parent’s ownership interest that leave control intact be treated as equity
transactions, rather than as step acquisitions or dilution gains or losses; and
that losses of a partially owned consolidated subsidiary be allocated to the NCI
even when such allocation might result in a deficit balance. This standard also
required changes to certain presentation and disclosure requirements. The
Company adopted the standard beginning January 1, 2009. The provisions of
the standard were applied to all NCIs prospectively, except for the presentation
and disclosure requirements, which were applied retrospectively to all periods
presented. As a result, upon adoption, the Company retroactively reclassified
the “Minority interest in subsidiaries” balance previously included in the
“Other liabilities” section of the consolidated balance sheet to a new component
of equity with respect to NCIs in consolidated subsidiaries. The adoption also
impacted certain captions previously used on the consolidated statement of
income, largely identifying net income including NCI and net income attributable
to the Company.  The adoption of this standard did not have a material
impact on the Company’s consolidated financial position or results of
operations.





In
December 2008, the FASB issued additional disclosure requirements for plan
assets of defined benefit pension or other postretirement plans. The required
disclosures include a description of our investment policies and strategies, the
fair value of each major category of plan assets, the inputs and valuation
techniques used to measure the fair value of plan assets, the effect of fair
value measurements using significant unobservable inputs on changes in plan
assets, and the significant concentrations of risk within plan assets. These
additional disclosures do not change the accounting treatment for postretirement
benefits plans and are effective for us for fiscal year 2009.





In
April 2009, the FASB issued an accounting standard which provides guidance
on (1) estimating the fair value of an asset or liability when the volume
and level of activity for the asset or liability have significantly declined and
(2) identifying transactions that are not orderly. The standard also
amended certain disclosure provisions for fair value measurements and
disclosures in ASC 820 to require, among other things, disclosures in interim
periods of the inputs and valuation techniques used to measure fair value as
well as disclosure of the hierarchy of the source of underlying fair value
information on a disaggregated basis by specific major category of investment.
For the Company, this standard was effective prospectively beginning
April 1, 2009. The adoption of this standard did not have a material impact
on the Company’s consolidated results of operations or financial
condition.


8


In
April 2009, the FASB issued an accounting standard which modifies the
requirements for recognizing other-than-temporarily impaired debt securities and
changes the existing impairment model for such securities. The standard also
requires additional disclosures for both annual and interim periods with respect
to both debt and equity securities. Under the standard, impairment of debt
securities will be considered other-than-temporary if an entity (1) intends
to sell the security, (2) more likely than not will be required to sell the
security before recovering its cost, or (3) does not expect to recover the
security’s entire amortized cost basis (even if the entity does not intend to
sell). The standard further indicates that, depending on which of the above
factor(s) causes the impairment to be considered other-than-temporary,
(1) the entire shortfall of the security’s fair value versus its amortized
cost basis or (2) only the credit loss portion would be recognized in
earnings while the remaining shortfall (if any) would be recorded in other
comprehensive income. The standard requires entities to initially apply its
provisions to previously other-than-temporarily impaired debt securities
existing as of the date of initial adoption by making a cumulative-effect
adjustment to the opening balance of retained earnings in the period of
adoption. The cumulative-effect adjustment potentially reclassifies the
noncredit portion of a previously other-than-temporarily impaired debt security
held as of the date of initial adoption from retained earnings to accumulated
other comprehensive income. The adoption of this standard did not have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
April 2009, the FASB issued an accounting standard regarding interim
disclosures about fair value of financial instruments. The standard essentially
expands the disclosure about fair value of financial instruments that were
previously required only annually to also be required for interim period
reporting. In addition, the standard requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments. The adoption of this standard did not have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
May 2009, the FASB issued a new accounting standard regarding subsequent
events. This standard incorporates into authoritative accounting literature
certain guidance that already existed within generally accepted auditing
standards, with the requirements concerning recognition and disclosure of
subsequent events remaining essentially unchanged. This guidance addresses
events which occur after the balance sheet date but before the issuance of
financial statements. Under the new standard, as under previous practice, an
entity must record the effects of subsequent events that provide evidence about
conditions that existed at the balance sheet date and must disclose but not
record the effects of subsequent events which provide evidence about conditions
that did not exist at the balance sheet date. This standard added an additional
required disclosure relative to the date through which subsequent events have
been evaluated and whether that is the date on which the financial statements
were issued. For the Company,this standard was effective beginning April 1, 2009.





In
June 2009, the FASB issued a new standard regarding the accounting for
transfers of financial assets amending the existing guidance on transfers of
financial assets to, among other things, eliminate the qualifying
special-purpose entity concept, include a new unit of account definition that
must be met for transfers of portions of financial assets to be eligible for
sale accounting, clarify and change the derecognition criteria for a transfer to
be accounted for as a sale, and require significant additional disclosure. The
standard is effective for new transfers of financial assets beginning
January 1, 2010. The adoption of this standard is not expected to have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
June 2009, the FASB issued an accounting standard that revised the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. The standard is effective January 1, 2010. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s consolidated results of
operations or financial condition.




In
August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair
Value, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, a entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value. This ASU is effective October 1, 2009. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s consolidated results of
operations or financial condition.




9





In
September 2009, the FASB issued ASU No. 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent), that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition.




In
October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions.  The ASU is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on the Company’s consolidated results of operations and financial
condition.





Interim Financial
Information





The
accompanying interim financial statements of Northeast Automotive Holdings, Inc.
are unaudited.  However, in the opinion of management, the interim
data includes all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the results for the interim
period.  The results of operations for the period ended September 30,
2009 are not necessarily indicative of the operating results for the entire
year.





In the
opinion of the management, the consolidated financial statements reflect all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position of the Company as of September 30, 2009
and December 31, 2008, and the results of operations and cash flows for the nine
months ended September 30, 2009 and 2008, respectively.





The
company has evaluated subsequent events through the date that the financial
statements were issued, which was November 20, 2009, the date of the Company’s
Quarterly Report on Form 10-Q for the period ended September 30,
2009.


10





NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
and Disclosures at and for the Nine Months Ended September 30, 2009 and 2008 are
unaudited)





NOTE
3 – ACCOUNTS RECEIVABLE





September 30,
                
                
                December 31,2009
                
                
                2008Accounts
      receivable
                
                $
                176,824
                
                
                $
                421,910





The
accounts receivable are due from the sale of used autos.  No provision
for doubtful accounts has been recorded.





NOTE
4 – INVENTORIES




Inventory consists of the following:
                
                September 30,
                
                
                December 31,2009
                
                
                2008Automobiles
      purchased for resale
                
                $
                1,726,414
                
                
                $
                1,485,247





Inventories
are stated at the lower of cost or market.





The
automobile inventory is limited by the amount of working capital the Company has
at any one time.





NOTE
5 – OFFICE EQUIPMENT





The following is a summary of equipment:
                
                September 30,
                
                
                December 31,2009
                
                
                2008Equipment
                
                $
                4,243
                
                
                $
                4,243Office
      equipment
                
                
                7,673
                
                
                
                7,673Office
      furniture
                
                
                25,148
                
                
                
                25,148Leasehold
      improvements
                
                
                2,700
                
                
                
                2,700Total
                
                
                39,764
                
                
                
                39,764Less:
      Accumulated depreciation
                
                
                (22,152
                )
                
                
                (18,066
                )$
                17,612
                
                
                $
                21,698





NOTE
6 – OTHER ASSETS





Other assets consists of the following:
                
                September 30,
                
                
                December 31,2009
                
                
                2008Prepaid
      federal corporate taxes
                
                $
                -
                
                
                $
                -Prepaid
      state corporate taxes
                
                
                5,923
                
                
                
                6,679Security
      deposit
                
                
                1,800
                
                
                
                1,800$
                7,723
                
                
                $
                8,479




11




NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
and Disclosures at and for the Nine Months Ended September 30, 2009 and 2008 are
unaudited)




NOTE
7 – NOTES AND LOANS PAYABLE





September 30,
                
                
                December 31,2009
                
                
                2008Line
      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.
                
                $
                256,195
                
                
                $
                198,006Note
      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
      officers. Interest is paid monthly on account.
                
                
                100,000
                
                
                
                100,0009%
      convertible demand notes -The 9% convertible demand notes in the amounts
      of $150,000, $250,000 and $300,000, issued September 15, 2004, December
      19, 2005 and June 15, 2007 respectively, are convertible at $0.25 per
      share. Interest is payable monthly.
                
                
                -
                
                
                
                100,000Unsecured
      demand notes payable. Interest is payable monthly at the rate of 6%
      through February 2009 and 5% thereafter.
                
                
                795,346
                
                
                
                804,246Credit
      cards payable - Credit cards payable are unsecured, pay interest from
      4.99% to 13.25% per annum and are payable in monthly installments. The
      average rate is 9.36%.
                
                
                -
                
                
                
                -Due
      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.
                
                
                710,381
                
                
                
                1,746,269$
                1,861,922
                
                
                $
                2,948,521





NOTE
8 – RELATED PARTY TRANSACTIONS





None




NOTE
9 – INCOME (LOSS) PER COMMON SHARE




Basic net
income per share is computed by dividing net income by the weighted-average
number of shares outstanding during the period.




12




Diluted
net income per share is computed by using the weighted-average number of shares
of common stock outstanding and, when dilutive, potential shares from options
and warrants to purchase common stock, using the treasury stock
method.





The
following table illustrates the computation of basic and dilutive net income per
share and provides a reconciliation of the number of weighted-average basic and
diluted shares outstanding:




Three Months ended
                                    
                                    
                                    Nine Months endedSeptember30,
                                    
                                    
                                    September30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008Net
      profit (loss) available to common stockholders
                                    
                                    $
                                    108,223
                                    
                                    
                                    $
                                    (292,282
                                    )
                                    
                                    $
                                    174,412
                                    
                                    
                                    $
                                    (570,829
                                    )Denominator:Basic
      weighted-average shares outstanding
                                    
                                    
                                    554,017
                                    
                                    
                                    
                                    554,017
                                    
                                    
                                    
                                    554,017
                                    
                                    
                                    
                                    554,017Effect
      of convertible preferred stock
                                    
                                    
                                    10,000,000
                                    
                                    
                                    
                                    10,000,000
                                    
                                    
                                    
                                    10,000,000
                                    
                                    
                                    
                                    10,000,000Shares
      to be issued
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    500,000Diluted
      weighted-average shares outstanding
                                    
                                    
                                    11,054,017
                                    
                                    
                                    
                                    554,017
                                    
                                    
                                    
                                    11,054,017
                                    
                                    
                                    
                                    554,017Net
      income per share:Basic
                                    
                                    $
                                    0.20
                                    
                                    
                                    $
                                    (0.53
                                    )
                                    
                                    $
                                    0.31
                                    
                                    
                                    $
                                    (1.03
                                    )Diluted
                                    
                                    $
                                    0.01
                                    
                                    
                                    $
                                    (0.53
                                    )
                                    
                                    $
                                    0.02
                                    
                                    
                                    $
                                    (1.03
                                    )




NOTE
10 – OFF BALANCE SHEET RISK





Included
in the accompanying balance sheet is inventory of used automobiles at a carrying
value of $1,726,414 as of September 30, 2009, which represents management's
estimate of its net realizable value which approximates 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.





NOTE
11- SUBSEQUENT EVENTS





DEBT
EXCHANGE





On April
22, 2008 a Debt Exchange Agreement (“Agreement”) was entered into between
Northeast Automotive Holdings, Inc. (the “Company” or “NEAH”) and William Solko
(the “Holder”). The Agreement calls for the Holder to waive, release, forgive
and cancel a portion of the debt in the amount of $100,000 owed to the
Holder by the Company. In addition, in consideration for this Agreement, the
Holder hereby agrees to cancel 10,000,000 of the Holders’ 15,000,000 Common
Shares.





In
exchange and in consideration for the cancellation of the 10,000,000 Common
Shares and forgiveness of the $100,000 of Debt, NEAH will issue to the Holder
10,000,000 shares of Series A Convertible Preferred Stock (“Series A
Preferred”).





Each
share of the Series A Preferred carries with it (i) voting rights equal to 30
times the number of Common Stock votes, (ii) no dividends, (iii) liquidation
preference equal to eight times the sum available for distribution to Common
Stock holders, (iv) automatically convert after three years to one (1) common
share, (v) not be subject to reverse stock splits and other changes to the
common stock capital of the Company, and (vi) convertible at the option of the
holder after forty-five (45) days.




13




STOCK
SPLIT





The Board
of Directors and Shareholders have voted and approved a 1-for-30 reverse share
split (the “Reverse Stock Split”) of the common stock of the Corporation, $0.001
par value per share (the “Common Stock”).





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion and analysis addresses material changes in the results of
operations and financial condition of Northeast Automotive Holdings, Inc. and
Subsidiaries (the “Company” or “we”) for the periods presented. This discussion
and analysis should be read in conjunction with the Consolidated Financial
Statements, the related Notes to Consolidated Financial Statements and
Management’s Discussion and Analysis of Results of Operations and Financial
Condition included in the Company’s Form 10-K for the fiscal year ended
December 31, 2008, the unaudited interim Condensed Consolidated Financial
Statements and related Notes included in Item 1 of this Report on
Form 10-Q (“Form 10-Q”) and the Company’s other SEC filings and public
disclosures.





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





Overview





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





Adopted
Accounting Principles





In the
first quarter of 2009, we adopted revised standards for business combinations.
These revised standards generally require an entity to recognize the assets
acquired, liabilities assumed, contingencies, and contingent consideration at
their fair value on the acquisition date.





In
circumstances where the acquisition-date fair value for a contingency cannot be
determined during the measurement period and it is concluded that it is probable
that an asset or liability exists as of the acquisition date and the amount can
be reasonably estimated, a contingency is recognized as of the acquisition date
based on the estimated amount. It further requires that acquisition-related
costs be recognized separately from the acquisition and expensed as incurred,
restructuring costs generally be expensed in periods subsequent to the
acquisition date, and changes in accounting for deferred tax asset valuation
allowances and acquired income tax uncertainties after the measurement period
impact income tax expense. In addition, acquired in-process research and
development is capitalized as an intangible asset and amortized over its
estimated useful life. SFAS No 141(R) is applicable to business combinations on
a prospective basis beginning in the first quarter of 2009. We did not complete
any business combinations in the first quarter of 2009.





14




In the
first quarter of 2009, we adopted new standards that specified the way in which
fair value measurements should be made for non-financial assets and
non-financial liabilities that are not measured and recorded at fair value on a
recurring basis, and specified additional disclosures related to these fair
value measurements. The adoption of these new standards did not have a
significant impact on our consolidated financial statements.


In
June 2009, the Financial Accounting Standards Board (FASB) issued a
standard that established the FASB Accounting Standards Codification(ASC) and amended the
hierarchy of generally accepted accounting principles (ASC) and amended the
hierarchy of generally accepted accounting principles (GAAP) such that the ASC
became the single source of authoritative nongovernmental U.S. GAAP. The ASC did
not change current U.S. GAAP, but was intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All previously existing accounting standard
documents were superseded and all other accounting literature not included in
the ASC is considered non-authoritative. New accounting standards issued
subsequent to June 30, 2009 are communicated by the FASB through Accounting
Standards Updates (ASUs). The Company adopted the ASC on July 1, 2009. This
standard did not have an impact on the Company’s consolidated results of
operations or financial condition. However, throughout the notes to the
consolidated financial statements references that were previously made to
various former authoritative U.S. GAAP pronouncements have been changed to
coincide with the appropriate section of the ASC.




In
September 2006, the FASB issued an accounting standard codified in ASC 820,
Fair Value Measurements and
Disclosures. This standard established a single definition of fair value
and a framework for measuring fair value, set out a fair value hierarchy to be
used to classify the source of information used in fair value measurements, and
required disclosures of assets and liabilities measured at fair value based on
their level in the hierarchy. This standard applies under other accounting
standards that require or permit fair value measurements. One of the amendments
deferred the effective date for one year relative to nonfinancial assets and
liabilities that are measured at fair value, but are recognized or disclosed at
fair value on a nonrecurring basis. This deferral applied to such items as
nonfinancial assets and liabilities initially measured at fair value in a
business combination (but not measured at fair value in subsequent periods) or
nonfinancial long-lived asset groups measured at fair value for an impairment
assessment.  The adoption of the fair value measurement standard did not
have a material impact on the Company’s consolidated results of operations or
financial condition.





In
December 2007, the FASB issued a new standard which established the
accounting for and reporting of noncontrolling interests (NCIs) in partially
owned consolidated subsidiaries and the loss of control of subsidiaries. Certain
provisions of this standard indicate, among other things, that NCIs (previously
referred to as minority interests) be treated as a separate component of equity,
not as a liability (as was previously the case); that increases and decreases in
the parent’s ownership interest that leave control intact be treated as equity
transactions, rather than as step acquisitions or dilution gains or losses; and
that losses of a partially owned consolidated subsidiary be allocated to the NCI
even when such allocation might result in a deficit balance. This standard also
required changes to certain presentation and disclosure requirements. The
Company adopted the standard beginning January 1, 2009. The provisions of
the standard were applied to all NCIs prospectively, except for the presentation
and disclosure requirements, which were applied retrospectively to all periods
presented. As a result, upon adoption, the Company retroactively reclassified
the “Minority interest in subsidiaries” balance previously included in the
“Other liabilities” section of the consolidated balance sheet to a new component
of equity with respect to NCIs in consolidated subsidiaries. The adoption also
impacted certain captions previously used on the consolidated statement of
income, largely identifying net income including NCI and net income attributable
to the Company.  The adoption of this standard did not have a material
impact on the Company’s consolidated financial position or results of
operations.





In
December 2008, the FASB issued additional disclosure requirements for plan
assets of defined benefit pension or other postretirement plans. The required
disclosures include a description of our investment policies and strategies, the
fair value of each major category of plan assets, the inputs and valuation
techniques used to measure the fair value of plan assets, the effect of fair
value measurements using significant unobservable inputs on changes in plan
assets, and the significant concentrations of risk within plan assets. These
additional disclosures do not change the accounting treatment for postretirement
benefits plans and are effective for us for fiscal year 2009.





15




In
April 2009, the FASB issued an accounting standard which provides guidance
on (1) estimating the fair value of an asset or liability when the volume
and level of activity for the asset or liability have significantly declined and
(2) identifying transactions that are not orderly. The standard also
amended certain disclosure provisions for fair value measurements and
disclosures in ASC 820 to require, among other things, disclosures in interim
periods of the inputs and valuation techniques used to measure fair value as
well as disclosure of the hierarchy of the source of underlying fair value
information on a disaggregated basis by specific major category of investment.
For the Company, this standard was effective prospectively beginning
April 1, 2009. The adoption of this standard did not have a material impact
on the Company’s consolidated results of operations or financial
condition.




In
April 2009, the FASB issued an accounting standard which modifies the
requirements for recognizing other-than-temporarily impaired debt securities and
changes the existing impairment model for such securities. The standard also
requires additional disclosures for both annual and interim periods with respect
to both debt and equity securities. Under the standard, impairment of debt
securities will be considered other-than-temporary if an entity (1) intends
to sell the security, (2) more likely than not will be required to sell the
security before recovering its cost, or (3) does not expect to recover the
security’s entire amortized cost basis (even if the entity does not intend to
sell). The standard further indicates that, depending on which of the above
factor(s) causes the impairment to be considered other-than-temporary,
(1) the entire shortfall of the security’s fair value versus its amortized
cost basis or (2) only the credit loss portion would be recognized in
earnings while the remaining shortfall (if any) would be recorded in other
comprehensive income. The standard requires entities to initially apply its
provisions to previously other-than-temporarily impaired debt securities
existing as of the date of initial adoption by making a cumulative-effect
adjustment to the opening balance of retained earnings in the period of
adoption. The cumulative-effect adjustment potentially reclassifies the
noncredit portion of a previously other-than-temporarily impaired debt security
held as of the date of initial adoption from retained earnings to accumulated
other comprehensive income. The adoption of this standard did not have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
April 2009, the FASB issued an accounting standard regarding interim
disclosures about fair value of financial instruments. The standard essentially
expands the disclosure about fair value of financial instruments that were
previously required only annually to also be required for interim period
reporting. In addition, the standard requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments. The adoption of this standard did not have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
May 2009, the FASB issued a new accounting standard regarding subsequent
events. This standard incorporates into authoritative accounting literature
certain guidance that already existed within generally accepted auditing
standards, with the requirements concerning recognition and disclosure of
subsequent events remaining essentially unchanged. This guidance addresses
events which occur after the balance sheet date but before the issuance of
financial statements. Under the new standard, as under previous practice, an
entity must record the effects of subsequent events that provide evidence about
conditions that existed at the balance sheet date and must disclose but not
record the effects of subsequent events which provide evidence about conditions
that did not exist at the balance sheet date. This standard added an additional
required disclosure relative to the date through which subsequent events have
been evaluated and whether that is the date on which the financial statements
were issued. For the Company,this standard was effective beginning April 1, 2009.





In
June 2009, the FASB issued a new standard regarding the accounting for
transfers of financial assets amending the existing guidance on transfers of
financial assets to, among other things, eliminate the qualifying
special-purpose entity concept, include a new unit of account definition that
must be met for transfers of portions of financial assets to be eligible for
sale accounting, clarify and change the derecognition criteria for a transfer to
be accounted for as a sale, and require significant additional disclosure. The
standard is effective for new transfers of financial assets beginning
January 1, 2010. The adoption of this standard is not expected to have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
June 2009, the FASB issued an accounting standard that revised the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. The standard is effective January 1, 2010. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s consolidated results of
operations or financial condition.




16




In
August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair
Value, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, a entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value. This ASU is effective October 1, 2009. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s consolidated results of
operations or financial condition.




In
September 2009, the FASB issued ASU No. 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent), that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition.




In
October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions.  The ASU is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on the Company’s consolidated results of operations and financial
condition.




Results of
operations




For
the Nine months Ended September 30, 2009 and September 30, 2008





The
following table sets forth certain data derived from the unaudited consolidated
statements of operations, expressed as a percentage of net revenues for each of
the nine months period ended September 30, 2009 and September 30,
2008.




17




Nine months ended September 30,2009
                  
                  
                  2008Percentage
      of net revenues:Net
      revenues
                  
                  
                  100
                  %
                  
                  
                  100
                  %Cost
      of revenues
                  
                  
                  93.6
                  %
                  
                  
                  98.6
                  %Gross
      profit
                  
                  
                  6.4
                  %
                  
                  
                  1.4
                  %Sales,
      general and administrative expenses
                  
                  
                  3.4
                  %
                  
                  
                  1.5
                  %Other
      operating expenses
                  
                  
                  1.7
                  %
                  
                  
                  1.4
                  %Total
      operating expenses
                  
                  
                  5.1
                  %
                  
                  
                  2.9
                  %Profit
      (loss) from operations
                  
                  
                  1.4
                  %
                  
                  
                  (1.5
                  )%




Revenues


Revenue
for the nine months period ended September 30, 2009 were $13,101,548 a decrease
of $25,284,748 or 65.9% as compared to revenues for the nine months period ended
September 30, 2008 of $38,386,296. The decrease in revenue was a result of a
decrease in the number of vehicles we sold in the nine months period in 2009
over 2008. Specifically, in the nine months period ended September 30, 2009 we
sold 1,005 vehicles at an average sales price of $13,036 as compared to 2,671
vehicles at an average sales price of $14,372 during the comparable period in
2008.





Cost
of Sales and Gross Profit Margin


The
Company's cost of sales is composed primarily of the cost of purchasing vehicles
for resale. Cost of revenues was $12,257,510 or 93.6% of net revenues during the
nine months period ended September 30, 2009 as compared to $37,839,705 or 98.6%
for the comparable period in 2008, a decrease of $25,582,195 or 67.6%. Thus, our
gross margin was 6.4% for the nine months period ended September 30, 2009 as
compared to 1.4% for the comparable period in 2008. The decrease in our cost of
revenue as a percent of revenue is attributable to a decrease in the cost of the
vehicles sold during the nine months period ended September 30, 2009 as compared
to the comparable period in 2008.




Operating
Expenses


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





Sale,
General and Administrative


Sale,
general and administrative (“SGA”) expenses are composed principally of
commission, salaries of administrative personnel, fees for professional services
and facilities expenses. These expenses were $441,147 for the nine months period
ended September 30, 2009 or 3.4% of net revenue as compared to $569,470 or 1.5%
of net revenue for the comparable period in 2008, a decrease in such expenses of
$128,323 or 22.5% The decrease in the ratio of SGA expenses to net revenue was
primarily due to a decrease in operating expenses.




Other
Expenses





Our
combined expenses for officers salaries and interest was $223,291 for the nine
months period ended September 30, 2009 or 1.7% of net revenue compared to the
comparable period in 2008 when such expenses were $548,170 or 1.4% of net
revenue. The decrease in such expenses is attributable to decreased officers’
salaries in 2009 as well as a decrease in interest expense and consulting fees.
The following table shows the changes in the components of these expenses during
the comparable periods.




18




Nine months
                  Period Ended
                  September 30
                  2009
                
                
                Nine months
                  Period Ended
                  September 30,
                  2008
                
                
                Change
                
                
                Percent ChangeOfficers
      Salaries
                
                $
                92,026
                
                
                $
                281,199
                
                
                $
                (189,173
                )
                
                
                (67.3
                )%Interest
      Expense
                
                $
                131,265
                
                
                $
                255,638
                
                
                $
                (124,373
                )
                
                
                (48.7
                )%Consulting
      Fees
                
                $
                -
                
                
                $
                11,333
                
                
                $
                (11,333
                )
                
                
                (100.0
                )%





Operating
Gain (Loss)


Operating
gain or loss is calculated as our revenues less all of our operating expenses.
Our operating gain for the nine months period ended September 30, 2009 was
$179,600 or 1.3 % of net revenue as compared to an operating (loss) of
$(571,049) or (1.5%) of net revenue for comparable period in 2008, an increase
of $750,649. This increase in operating gain was primarily as a result of an
increase in gross profits as well as a decrease of operating
expense.





Capital
Resources and Liquidity





Our
liquidity is directly related to market trends and events, as well
as our ability to interpret those trends and events and react
accordingly. We are active in the used vehicle market daily, and we believe
that while there will always be uncertainties and unusual events that may shape
the market, we are highly capable of dissecting the data available to us,
and both willing and able to make whatever changes are needed in a timely
fashion to protect our liquidity. Unusual events may include the rise or fall of
the cost of fuel, unforeseen economic changes in the geographic areas with
which our company operates, or even acts of God. While we feel we are well
capitalized at this time with the cash we have on hand, we do have a line
of credit with Manheim Automotive Financial Services in the amount of $1,000,000
with which we typically have only 50% in use.





We have
no material commitments for capital expenditures at this time. Our capital
resources are used primarily for the purpose of purchasing inventory. However,
we are under no obligation or contract to purchase inventory at any specific
time or from any specific source.





Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements.




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As of
September 30, 2009, we had cash and cash equivalents of $183,682 invested in
standard bank checking accounts and highly liquid money market instruments. Such
investments are subject to interest rate and credit risk. Such risks and a
change in market interest rates would not be expected to have a material impact
on our financial condition and/or results of operations. As of September 30,
2009, we had an outstanding balance of $256,195 on our revolving credit facility
with Manheim Auto Financial Services, Inc. Borrowings under such revolving
credit facility would bear interest at a variable rate equal to prime plus 2.0%.
In addition, as of September 30, 2009, we had an outstanding balance of $100,000
on a bank revolving credit facility which bears interest at a variable rate
equal to prime plus 1.0%.




ITEM
4. CONTROLS AND PROCEDURES





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-14(c) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), within 90 days of the filing date of this report.
In designing and evaluating the Company’s disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applied its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on this
evaluation, the Company’s chief executive officer and chief financial officer
concluded that as of September 30, 2009, the Company’s disclosure controls and
procedures were (1) designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company’s
chief executive officer and chief financial officer by others within those
entities, particularly during the period in which this report was being prepared
and (2) effective, in that they provide reasonable assurance that information
required to be disclosed by the Company in the reports that it 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.




19




Limitations
on the Effectiveness of Internal Controls




Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will necessarily prevent all fraud and material
errors. An internal control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations on all
internal control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. The design of any system of internal control
is also based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in circumstances, and/or the degree of
compliance with the policies and procedures may deteriorate. Because of the
inherent limitations in a cost effective internal control system, financial
reporting misstatements due to error or fraud may occur and not be detected on a
timely basis.




There
have been no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referenced in the above paragraph.





PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.





ITEM
1A. RISK FACTORS





There are
no material changes to our risk factors previously disclosed on Form 10-K, dated
December 31, 2008.




ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





There
were no unregistered sales of Equity Securities and Use of Proceeds during the
period ended September 30, 2009.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES





There
were no defaults upon senior securities during the period ended September 30,
2009.





20





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





There
were no matters submitted for a vote of our security holders during the period
ended September 30, 2009.




ITEM
5. OTHER INFORMATION





There is
no other information required to be disclosed under this item which was not
previously disclosed.




ITEM
6. EXHIBITS





31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer





32.1
            Section
      1350 Certifications of Chief Executive Officer and Chief Financial
      Officer





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.Date:
      November 20, 2009
            By:
            /s/ William SolkoWilliam
      Solko, Chief ExecutiveOfficer
      and Chief Financial Officer




21