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, 2010




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
            (I.R.S. Employer Identification Number)Incorporation or Organization)





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  ̈  No  ̈





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 November15, 2010 was _692,879_ shares.





NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





FORM
10-Q





September
30, 2010





TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem 1.
                
                Financial
      Statements
                
                3Item
      2.
                
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                
                7Item
      3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                9Item
      4.
                
                Controls
      and Procedures
                
                9PART
      II— OTHER INFORMATIONItem
      1.
                
                Legal
      Proceedings
                
                10Item 1A.
                
                Risk
      Factors
                
                10Item
      2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                12Item
      3.
                
                Defaults
      Upon Senior Securities
                
                12Item
      4.
                
                Submission
      of Matters to a Vote of Security Holders
                
                12Item
      5.
                
                Other
      Information
                
                12Item
      6.
                
                Exhibits
                
                12SIGNATURES
                
                12


2


NORTHEAST
AUTOMOTIVE HOLDINGS, INC.


CONSOLIDATED
BALANCE SHEETS


(Unaudited)





September
      30,
                                
                                
                                December
      31,2010
                                
                                
                                2009ASSETSCurrent
      Assets:Cash
                                
                                $
                                245,405
                                
                                
                                $
                                341,629Inventory
                                
                                
                                1,605,666
                                
                                
                                
                                1,554,549Total
      Current Assets
                                
                                
                                1,851,071
                                
                                
                                
                                1,896,178Equipment,
      net
                                
                                
                                12,166
                                
                                
                                
                                16,251Other
      assets
                                
                                
                                1,800
                                
                                
                                
                                7,773TOTAL
      ASSETS
                                
                                $
                                1,865,037
                                
                                
                                $
                                1,920,202LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      Liabilities:Accounts
      payable
                                
                                $
                                141,255
                                
                                
                                $
                                136,711Note
      payable to bank
                                
                                
                                100,000
                                
                                
                                
                                100,000Credit
      line
                                
                                
                                549,989
                                
                                
                                
                                325,588Demand
      loans payable
                                
                                
                                553,928
                                
                                
                                
                                770,861Due
      to stockholders
                                
                                
                                272,952
                                
                                
                                
                                584,115Accrued
      expenses
                                
                                
                                57,384
                                
                                
                                
                                75,023Payroll
      taxes withheld and accrued
                                
                                
                                2,303
                                
                                
                                
                                2,316Total
      Current Liabilities
                                
                                
                                1,677,811
                                
                                
                                
                                1,994,614Stockholders'
      equity (deficit)Preferred
      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 September 30, 2010 and December 31,
      2009
                                
                                
                                554
                                
                                
                                
                                554Capital
      Stock to be issued (500,000 Shares)
                                
                                
                                20,000
                                
                                
                                
                                20,000Additional
      Paid in Capital
                                
                                
                                3,957,424
                                
                                
                                
                                3,957,424Deficit
                                
                                
                                (3,790,576
                                )
                                
                                
                                (4,052,214
                                )188,402
                                
                                
                                
                                (73,236
                                )Less:
      Treasury stock (6,667 common shares)
                                
                                
                                (1,176
                                )
                                
                                
                                (1,176
                                )Total
      Stockholders' Equity (Deficit)
                                
                                
                                187,226
                                
                                
                                
                                (74,412
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                
                                $
                                1,865,037
                                
                                
                                $
                                1,920,202





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 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009(unaudited)
                  
                  
                  (unaudited)
                  
                  
                  (unaudited)
                  
                  
                  (unaudited)Net
      sales
                  
                  $
                  3,441,916
                  
                  
                  
                  3,716,052
                  
                  
                  
                  10,460,520
                  
                  
                  
                  13,101,548Cost
      of sales
                  
                  
                  3,178,289
                  
                  
                  
                  3,453,266
                  
                  
                  
                  9,640,800
                  
                  
                  
                  12,257,510Gross
      profit
                  
                  
                  263,627
                  
                  
                  
                  262,786
                  
                  
                  
                  819,720
                  
                  
                  
                  844,038Operating
      expenses:Officers
      salaries
                  
                  
                  30,675
                  
                  
                  
                  -
                  
                  
                  
                  30,675
                  
                  
                  
                  92,026Selling,
      general and administrative
                  
                  
                  135,757
                  
                  
                  
                  117,346
                  
                  
                  
                  419,487
                  
                  
                  
                  446,335Total
      operating expenses
                  
                  
                  166,432
                  
                  
                  
                  117,346
                  
                  
                  
                  450,162
                  
                  
                  
                  538,361Income  from
      operations
                  
                  
                  97,195
                  
                  
                  
                  145,440
                  
                  
                  
                  369,558
                  
                  
                  
                  305,677Income
      Expense
                  
                  
                  38,380
                  
                  
                  
                  37,141
                  
                  
                  
                  107,920
                  
                  
                  
                  131,265Net
      income
                  
                  $
                  58,815
                  
                  
                  
                  108,299
                  
                  
                  
                  261,638
                  
                  
                  
                  174,412Net
      income  per share basic and diluted
                  
                  $
                  0.08
                  
                  
                  
                  0.20
                  
                  
                  
                  0.38
                  
                  
                  
                  0.31Weighted
      average number of shares outstanding
                  
                  
                  692,879
                  
                  
                  
                  554,017
                  
                  
                  
                  692,879
                  
                  
                  
                  554,017





See
Notes to Financial Statements


4


NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





STATEMENTS
OF CASH FLOWS





Nine Months
                
                
                Nine MonthsEnded
                
                
                EndedSeptember 30, 2010
                
                
                September 30, 2009(unaudited)
                
                
                (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income
                
                $
                261,638
                
                
                $
                174,412Adjustments
      to reconcile net profit to net cash used by operating
      activities:Depreciation
      and amortization
                
                
                4,085
                
                
                
                4,086Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
                
                
                -
                
                
                
                245,085Increase  in
      inventory
                
                
                (51,117
                )
                
                
                (241,167
                )Decrease
      in other assets
                
                
                5,973
                
                
                
                756Increase
      in accounts payable
                
                
                4,544
                
                
                
                220,735Decrease
      in accrued expenses
                
                
                (17,639
                )
                
                
                (67,444
                )Decrease
      in payroll taxes
                
                
                (13
                )
                
                
                (300
                )CASH
      PROVIDED  BY OPERATING ACTIVITIES
                
                
                207,471
                
                
                
                336,163CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      of line of credit
                
                
                2,824,284
                
                
                
                2,310,143Repayment
      of line of credit
                
                
                (2,599,883
                )
                
                
                (2,251,954
                )Proceeds
      of stockholders loans
                
                
                402,107
                
                
                
                107,867Repayment
      of stockholders loan
                
                
                (713,270
                )
                
                
                (1,143,755
                )Proceeds
      of demand loans
                
                
                550,000
                
                
                
                -Repayment
      of demand loans
                
                
                (766,933
                )
                
                
                (108,900
                )CASH
      USED BY FINANCING ACTIVITIES
                
                
                (303,695
                )
                
                
                (1,086,599
                )NET
      INCREASE (DECREASE) IN CASH
                
                
                (96,224
                )
                
                
                (750,436
                )CASHBeginning
      of year
                
                
                341,629
                
                
                
                934,118End
      of period
                
                $
                245,405
                
                
                $
                183,682SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for:Income
      tax payments
                
                $
                4,200
                
                
                $
                937Interest
      payments
                
                $
                107,920
                
                
                $
                131,265





See
Notes to Financial Statements.


5


NORTHEAST
AUTOMOTIVE HOLDINGS, INC.





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(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.





BASIS
OF PRESENTATION





The
accompanying unaudited interim financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s most recent Annual
Financial Statements filed with the SEC on Form 10-K. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim period presented have been reflected herein. The
results of operations for the interim period are not necessarily indicative of
the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosures contained in the audited
financial statements for the most recent fiscal period, as reported in the Form
10-K, have been omitted.





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,
2010 are not necessarily indicative of the operating results for the entire
year.





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 working capital of $173,258 at
September 30, 2010 and an accumulated deficit of $3,790,576 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 – NOTES AND LOANS PAYABLE





Line of
Credit - AFC: On January 12, 2010, the Company obtained a vehicle ‘floor plan’
line of credit of $200,000, with interest set at Prime + 2%.


6


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, 2009, 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”. These statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may include, without
limitation, statements about the Company’s market opportunities, strategies,
competition and expected activities and expenditures, and at times may be
identified by the use of words such as “may”, “will”, “could”, “should”,
“would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”,
“forecast”, “potential”, “intend”, “continue” and variations of these words or
comparable words. Forward-looking statements inherently involve risks and
uncertainties. Accordingly, actual results may differ materially from those
expressed or implied by these forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, the
risks described below under “Risk Factors” in Part 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.





Recent Accounting
Pronouncements





There are
no recent accounting pronouncements that have a significant impact on our
results of operations, financial position or cash flows.





For
the Nine months ended September 30, 2010 and September 30, 2009





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 six months period ended June 30, 2010 and June 30, 2009.





Nine months ended September 30,2010
                  
                  
                  2009Percentage
      of net sales:Net
      sales
                  
                  
                  100
                  %
                  
                  
                  100
                  %Cost
      of sales
                  
                  
                  92.2
                  %
                  
                  
                  93.6
                  %Gross
      profit
                  
                  
                  7.8
                  %
                  
                  
                  6.4
                  %Sales,
      general and administrative expenses
                  
                  
                  4.0
                  %
                  
                  
                  3.4
                  %Other
      operating expenses
                  
                  
                  1.0
                  %
                  
                  
                  1.0
                  %Total
      operating expenses
                  
                  
                  5.0
                  %
                  
                  
                  4.4
                  %Income
      from operations
                  
                  
                  2.8
                  %
                  
                  
                  4.0
                  %


7


Sales


Revenue
for the nine month periods ended September 30, 2010 were $10,460,520, a decrease
of $2,641,028 or 20.2% as compared to revenues for the nine months period ended
September 30, 2009 of $13,101,548. The decrease in revenue was a result of a
decrease in the number of vehicles we sold in the nine months period in 2010
over 2009. Specifically, in the nine months period ended September 30, 2010 we
sold 633 vehicles at an average sales price of $16,525 as compared to 1,008
vehicles at an average sales price of $12,998 during the comparable period in
2009.





Cost
of Sales and Gross Profit


The
Company's cost of sales is composed primarily of the cost of purchasing vehicles
for resale. Cost of revenues was $9,640,800 or 92.2% of net revenues during the
nine months period ended September 30, 2010 as compared to $12,257,510 or 93.6%
for the comparable period in 2009, a decrease of $2,616,710 or 21.4%. Thus, our
gross margin was 7.8% for the nine months period ended September 30, 2010 as
compared to 6.4% for the comparable period in 2009. 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, 2010 as compared
to the comparable period in 2009.





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 $419,487 for the nine months period
ended September 30, 2010 or 3.9% of net revenue as compared to $446,335 or 3.4%
of net revenue for the comparable period in 2009, a decrease in such expenses of
$26,848 or 7.5% The decrease in the ratio of SGA expenses to net revenue was
primarily due to a decrease in operating expenses.





Other
Expenses


Our other
expenses for  interest was $107,920 for the nine months period ended
September 30, 2010 or 1.03% of net sales compared to the comparable period in
2009 when such expenses were $131,265 or 1.0% of net sales. The decrease in such
expenses is attributable to  decrease in interest expense. The
following table shows the changes in the components of these expenses during the
comparable periods.





Nine months
                    Period Ended
                    September 30
                    2010
                  
                  
                  Nine months
                    Period Ended
                    September 30,
                    2009
                  
                  
                  Change
                  
                  
                  Percent ChangeInterest
      Expense
                  
                  $
                  107,920
                  
                  
                  $
                  131,265
                  
                  
                  $
                  (23,345
                  )
                  
                  
                  (17.8
                  )%


8


Operating
Gain





Operating
gain  is calculated as our sales less all of our operating expenses.
Our operating gain for the nine months period ended September 30, 2010 was
$369,558 or 2.2% of net sales as compared to an operating gain of $305,677 or
2.7% of net sales for comparable period in 2009, an increase of $87,226. This
increase in operating gain was primarily as a result of an increase in gross
profits as well as a decrease of operating expense.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As of
September 30, 2010, we had cash and cash equivalents of $245,405 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,
2010, we had an outstanding balance of $291,234 on our revolving credit facility
with Manheim Auto Financial Services, Inc., and an outstanding balance of
$258,755 on our revolving credit facility with Automotive Finance Corporation
(AFC). Borrowings under such revolving credit facilities would bear interest at
a variable rate equal to prime plus 2.0%. In addition, as of September 30, 2010,
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, 2010, 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.





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.


9


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





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





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





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





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





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





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





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





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


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





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





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





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





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





Patent and
Trademarks





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





Governmental
Regulations





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





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


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





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


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





None





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None





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





None





ITEM
5. OTHER INFORMATION





None





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 15, 2010
            By:
            /s/ William SolkoWilliam
      Solko, Chief ExecutiveOfficer
      and Chief Financial
Officer


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