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,
                  2008
 
 or
 
  ̈
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the transition period
                  from            to
 
 Commission
        file number:
 
 **NORTHEAST
        AUTOMOTIVE HOLDINGS, INC.**
 (Exact
        name of registrant as specified in its charter)
 
 **NEVADA**
              **65-0637308****(State
                  or Other Jurisdiction of**
                **Incorporation
                  or Organization)**
              **(I.R.S.
                  Employer Identification
                  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 o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of
        the
        Exchange Act).
 
 Large
                  accelerated filer ̈
              Accelerated
                  filer ̈
              Non-accelerated
                  filerx
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
 
 The
        number of shares outstanding of the Registrant’s common stock as of September
        30, 2008 was 554,017 shares.
  
  **NORTHEAST
        AUTOMOTIVE HOLDINGS, INC.**
 TABLE
        OF
        CONTENTS
  
  PART
        I –
FINANCIAL INFORMATION
 
 ITEM
        1.
        FINANCIAL STATEMENTS (Unaudited):
 
 The
        consolidated financial statements of Northeast Automotive Holdings, Inc.
        (the
        "Company"), included herein were prepared, without audit, pursuant to rules
        and
        regulations of the Securities and Exchange Commission. Because certain
        information and notes normally included in financial statements prepared
        in
        accordance with accounting principles generally accepted in the United States
        of
        America were condensed or omitted pursuant to such rules and regulations,
        these
        financial statements should be read in conjunction with the financial statements
        and notes thereto included in the audited financial statements of the Company
        as
        included in the Company's Form 10 -K for the year ended December 31,
        2007.
 
 **NORTHEAST
                  AUTOMOTIVE HOLDINGS, INC.****CONSOLIDATED
                  BALANCE SHEETS**
 
 September
                  30,
              
              December
                  31,2008
              
              2007(unaudited)ASSETSCurrent
                  Assets:Cash
              
              $
              973,074
              
              $
              328,658Inventory
                  (Note 4)
              
              
              3,014,608
              
              
              4,804,127Accounts
                  receivable (Note 3)
              
              
              101,101
              
              
              829,498Prepaid
                  consulting fees (Note 13)
              
              
              8,667
              
              
              -Total
                  Current Assets
              
              
              4,097,450
              
              
              5,962,283Equipment,
                  net (Note 5)
              
              
              22,976
              
              
              23,464Other
                  assets (Note 6)
              
              
              11,811
              
              
              26,153TOTAL
                  ASSETS
              
              $
              4,132,237
              
              $
              6,011,900LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Accounts
                  payable
              
              $
              203,739
              
              $
              298,168Note
                  payable to bank (Note 7)
              
              
              100,000
              
              
              100,000Credit
                  line (Note 7)
              
              
              69,856
              
              
              849,842Demand
                  loans payable (Note 7)
              
              
              1,498,790
              
              
              1,816,576Credit
                  Card loan payable (Note 7)
              
              
              20,369
              
              
              173,299Due
                  to stockholders (Note 7)
              
              
              1,806,894
              
              
              1,605,707Accrued
                  expenses
              
              
              220,037
              
              
              361,367Payroll
                  taxes withheld and accrued
              
              
              9,085
              
              
              152,645Total
                  Current Liabilities
              
              
              3,928,770
              
              
              5,357,604Stockholders'
                  equityPreferred
                  stock, .0001 par value, 10,000,000 shares authorized, 10,000,000
                  shares
                  issued and outstanding September 30, 2008 and 0 shares issued and
                  outstanding December 31, 2007
              
              
              1,000
              
              
              -Common
                  stock, .001 par value, 300,000,000 shares authorized, 554,017 shares
                  issued and outstanding September 30, 2008 and 887,285 shares issued
                  and
                  outstanding December 31, 2007
              
              
              554
              
              
              887Capital
                  stock to be issued (Note 13)
              
              
              20,000
              
              
              -Additional
                  Paid in Capital
              
              
              3,556,363
              
              
              3,457,030Deficit
              
              
              (3,373,274
              )
              
              (2,802,445
              )204,643
              
              
              655,472Less:
                  Treasury stock (6,667 common shares)
              
              
              (1,176
              )
              
              (1,176
              )Total
                  Stockholders' Equity
              
              
              203,467
              
              
              654,296TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              4,132,237
              
              $
              6,011,900
 
 **See
        Notes to Financial Statements**
  
 
 **NORTHEAST
        AUTOMOTIVE HOLDINGS, INC.**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 
 Three
              
              Three
              
              Nine
              
              NineMonths
              
              Months
              
              Months
              
              MonthsEnded
              
              Ended
              
              Ended
              
              EndedSeptember
                  30,
              
              September
                  30,
              
              September
                  30,
              
              September
                  30,2008
              
              2007
              
              2008
              
              2007(unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)Net
                  sales
              
              $
              6,447,399
              
              
              18,708,643
              
              
              38,386,296
              
              
              58,281,751Cost
                  of sales
              
              
              6,404,986
              
              
              18,146,355
              
              
              37,839,705
              
              
              56,778,435Gross
                  profit
              
              
              42,413
              
              
              562,288
              
              
              546,591
              
              
              1,503,316Operating
                  expenses:Officers
                  salaries
              
              
              79,756
              
              
              144,755
              
              
              281,199
              
              
              437,334Interest
                  expense
              
              
              78,847
              
              
              84,970
              
              
              255,638
              
              
              239,007Consulting
                  fees
              
              
              11,333
              
              
              -
              
              
              11,333
              
              
              -Selling,
                  general and administrative
              
              
              166,278
              
              
              216,381
              
              
              569,470
              
              
              606,945Total
                  operating expenses
              
              
              336,214
              
              
              446,106
              
              
              1,117,640
              
              
              1,283,286Profit
                  (Loss) from operations
              
              
              (293,801
              )
              
              116,182
              
              
              (571,049
              )
              
              220,030Interest
                  Income
              
              
              -
              
              
              -
              
              
              -
              
              
              1,848Income
                  taxes
              
              
              (1,520
              )
              
              13,219
              
              
              (220
              )
              
              22,646Net
                  profit (loss)
              
              $
              (292,281
              )
              
              102,963
              
              
              (570,829
              )
              
              199,232Net
                  profit (loss) per share basic and diluted
              
              $
              (0.53
              )
              
              0.11
              
              
              (1.03
              )
              
              0.22Weighted
                  average number of shares outstanding
              
              
              554,017
              
              
              887,285
              
              
              554,017
              
              
              887,285
 
 **See
        Notes to Financial Statements**
  
 
 **NORTHEAST
        AUTOMOTIVE HOLDINGS, INC.**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
 Nine Months
              
              Nine MonthsEnded
              
              EndedSeptember 30,
                2008
              
              September 30,
                2007(unaudited)
              
              (unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  profit (loss)
              
              $
              (570,829
              )
              $
              199,232Adjustments
                  to reconcile net profit to net cash used by operating
                  activities:Depreciation
                  and amortization
              
              
              3,835
              
              
              637Stock
                  issued for consulting fees
              
              
              20,000
              
              
              -Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              728,397
              
              
              (930,742
              )(Increase)
                  decrease in inventory
              
              
              1,789,519
              
              
              (1,777,617
              )(Increase)
                  decrease in other assets
              
              
              14,342
              
              
              34,157(Increase)
                  decrease in prepaid consulting fees
              
              
              (8,667
              )
              
              -Increase
                  (decrease) in accounts payable
              
              
              (94,429
              )
              
              907,055Increase
                  (decrease) in accrued expenses
              
              
              (141,330
              )
              
              536,102Increase
                  (decrease) in payroll taxes
              
              
              (143,560
              )
              
              (180,303
              )Total
                  adjustments
              
              
              2,168,107
              
              
              (1,410,711
              )CASH
                  PROVIDED (USED) BY OPERATING ACTIVITIES
              
              
              1,597,278
              
              
              (1,211,479
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of fixed assets
              
              
              (3,347
              )
              
              (8,500
              )CASH
                  USED BY INVESTING ACTIVITIES
              
              
              (3,347
              )
              
              (8,500
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  of line of credit
              
              
              4,276,399
              
              
              7,418,378Repayment
                  of line of credit
              
              
              (5,056,385
              )
              
              (6,982,666
              )Proceeds
                  of stockholders loans
              
              
              729,374
              
              
              170,931Repayment
                  of stockholders loan
              
              
              (428,187
              )
              
              (59,256
              )Proceeds
                  of demand loans
              
              
              257,214
              
              
              517,245Repayment
                  of demand loans
              
              
              (575,000
              )
              
              (8,000
              )Proceeds/(Repayments)
                  on credit card loan
              
              
              (152,930
              )
              
              (4,247
              )CASH
                  PROVIDED (USED)BY FINANCING ACTIVITIES
              
              
              (949,515
              )
              
              1,052,385NET
                  INCREASE (DECREASE) IN CASH
              
              
              644,416
              
              
              (167,592
              )CASHBeginning
                  of year
              
              
              328,658
              
              
              188,037End
                  of period
              
              $
              973,074
              
              $
              20,443SUPPLEMENTAL
                  CASH FLOW INFORMATIONCash
                  paid for:Income
                  tax payments
              
              $
              -
              
              $
              -Interest
                  payments
              
              $
              255,638
              
              $
              239,007SUPPLEMENTAL
                  FINANCE AND INVESTMENT INFORMATIONConversion
                  of debt to preferred stock
              
              $
              100,000
              
              $
              -
 
 **See
        Notes to Financial Statements.**
  
 
 **NORTHEAST
        AUTOMOTIVE HOLDINGS, INC.**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(Amounts
        and Disclosures at and for the Nine Months Ended September 30, 2008 and 2007
        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.
 
 **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.
 
 **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.
 
 **Recently
        Issued Accounting Pronouncements**
  In
        June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP
        No. EITF 03-6-1, *Determining
        Whether Instruments Granted in Share-Based Payment Transactions Are
        Participating Securities* (“FSP
        EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment
        awards that contain rights to receive non-forfeitable dividends or dividend
        equivalents are participating securities, and thus, should be included in
        the
        two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is
        effective for fiscal years beginning after December 15, 2008, and interim
        periods within those years. Early application of EITF 03-6-1 is prohibited.
        It
        also requires that all prior-period EPS data be adjusted retrospectively.
        We
        have not yet determined the effect, if any, of the adoption of this statement
        on
        our financial condition or results of operations.
  In
        April
        2008, the FASB issued Staff Position FAS 142-3, *Determination
        of the Useful Life of Intangible Assets* (“FSP
        FAS 142-3”) which amends the factors an entity should consider in developing
        renewal or extension assumptions used to determine the useful life of a
        recognized intangible asset under FAS No. 142, *Goodwill
        and Other Intangible Assets* (“FAS
        No. 142”). FSP FAS 142-3 applies to intangible assets that are acquired
        individually or with a group of assets and intangible assets acquired in
        both
        business combinations and asset acquisitions. It removes a provision under
        FAS
        No. 142, requiring an entity to consider whether a contractual renewal or
        extension clause can be accomplished without substantial cost or material
        modifications of the existing terms and conditions associated with the asset.
        Instead, FSP FAS 142-3 requires that an entity consider its own experience
        in
        renewing similar arrangements. An entity would consider market participant
        assumptions regarding renewal if no such relevant experience exists. FSP
        FAS
        142-3 is effective for year ends beginning after December 15, 2008 with early
        adoption prohibited. We have not yet determined the effect, if any, of the
        adoption of this statement on our financial condition or results of
        operations.
  In
        March 2008, the FASB issued SFAS 161, “*Disclosures
        about Derivative Instruments and Hedging Activities*”*.*The new
        standard is intended to improve financial reporting about derivative instruments
        and hedging activities by requiring enhanced disclosures to enable investors
        to
        better understand their effects on an entity’s financial position, financial
        performance, and cash flows. It is effective for financial statements issued
        for
        fiscal years and interim periods beginning after November 15, 2008, with
        early application encouraged. The Company is currently evaluating the impact
        of
        adopting SFAS 161 on its consolidated financial statements.
  
  On
        December 4, 2007, the Financial Accounting Standards Board (FASB) issued
        SFAS
        No. 160, *Non-controlling
        interest in Consolidated Financial Statements* (SFAS
        No.
        160). SFAS No. 160 requires all entities to report non-controlling (minority)
        interests in subsidiaries as equity in the consolidated financial statements.
        The statement establishes a single method of accounting for changes in a
        parent’s ownership interest in a subsidiary that do not result in
        deconsolidation and expands disclosures in the consolidated financial
        statements. SFAS No. 160 is effective for fiscal years beginning after December
        15, 2008 and interim periods within those fiscal years. We have not yet
        determined the impact of the adoption of SFAS No. 160 on our consolidated
        financial statements and footnote disclosures.
  On
        December 4, 2007, the FASB issued SFAS No.141R, *Business
        Combinations (* SFAS
        No.
        141R). SFAS No. 141R requires the acquiring entity in a business combination
        to
        recognize all the assets acquired and liabilities assumed, establishes the
        acquisition date fair value as the measurement objective for all assets acquired
        and liabilities assumed, and requires the acquirer to expand disclosures
        about
        the nature and financial effect of the business combination. SFAS No. 141R
        is
        effective for business combinations for which the acquisition date is on
        or
        after the beginning of the first annual reporting period beginning on or
        after
        December 15, 2008. We have not yet determined the impact of the adoption
        of SFAS
        No. 141R on our consolidated financial statements and footnote disclosures.
  **Recently
        Adopted Accounting Pronouncements**
  In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
        ("SFAS 157"). SFAS 157 defines fair value, establishes a framework and
        gives guidance regarding the methods used for measuring fair value, and expands
        disclosures about fair value measurements. In February 2008, the FASB issued
        FASB Staff Position 157-1, "Application of FASB Statement No. 157 to FASB
        Statement No. 13 and Other Accounting Pronouncements That Address Fair
        Value Measurements for Purposes of Lease Classification or Measurement under
        Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date
        of
        FASB Statement No. 157" ("FSP 157-2"). FSP 157-1 amends SFAS 157 to
        remove certain leasing transactions from its scope. FSP 157-2 delays the
        effective date of SFAS 157 for all non-financial assets and non-financial
        liabilities, except for items that are recognized or disclosed at fair value
        in
        the financial statements on a recurring basis (at least annually), until
        fiscal
        years beginning after November 15, 2008. SFAS 157 is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007, and interim periods within those fiscal years. The Company adopted
        SFAS
        157 effective January 1, 2008 for all financial assets and liabilities as
        required. The adoption of SFAS 157 was not material to the
        Company's financial statements or results of operations.
  In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
        for Financial Assets and Financial Liabilities — Including an Amendment of FASB
        Statement No. 115,” (“SFAS 159”) which is effective for fiscal years
        beginning after November 15, 2007. SFAS 159 is an elective standard which
        permits an entity to choose to measure many financial instruments and certain
        other items at fair value at specified election dates. Subsequent unrealized
        gains and losses on items for which the fair value option has been elected
        will
        be reported in earnings. The Company has not elected the fair value option
        for
        any assets or liabilities under SFAS 159.
  
  **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, 2008 are not necessarily
        indicative of the operating results for the entire year.




**NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**(Amounts
      and Disclosures at and for the Nine Months Ended September 30, 2008 and 2007
      are
      unaudited)**





**NOTE
      3 – ACCOUNTS RECEIVABLE**





September 30,
            
            December 31,2008
            
            2007Accounts
                receivable
            
            $
            101,101
            
            $
            829,498





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 31,2008
            
            2007Automobiles
                purchased for resale
            
            $
            3,014,608
            
            $
            4,804,127





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 31,2008
            
            2007Equipment
            
            $
            4,243
            
            $
            4,243Office
                equipment
            
            
            7,673
            
            
            4,327Office
                furniture
            
            
            25,148
            
            
            25,148Leasehold
                improvements
            
            
            2,700
            
            
            2,700Total
            
            
            39,764
            
            
            36,418Less:
                Accumulated depreciation
            
            
            (16,788
            )
            
            (12,954
            )$
            22,976
            
            $
            23,464





**NOTE
      6 – OTHER ASSETS**




Other assets consists of the following:


September 30,
            
            December 31,2008
            
            2007Prepaid
                federal corporate taxes
            
            $
            -
            
            $
            -Prepaid
                state corporate taxes
            
            
            10,011
            
            
            24,353Security
                deposit
            
            
            1,800
            
            
            1,800$
            11,811
            
            $
            26,153








**NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.**





**NOTES
      TO FINANCIAL STATEMENTS**


**(Amounts
      and Disclosures at and for the Nine Months Ended September 30, 2008 and 2007
      are
      unaudited)**





**NOTE
      7 – NOTES AND LOANS PAYABLE**




September 30,
            
            
            December 31,2008
            
            
            2007Line
                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.
            
            $
            69,856
            
            $
            849,842Note
                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
            
            
            100,000Convertible
                demand notes - The convertible demand notes in the amounts of $150,000,
                $250,000 and $75,000, issued September 15, 2004, December 19, 2005
                and
                June 15, 2007 respectively, earn interest at the rate of 9% through
                May
                31, 2008, and at the rate of 7% thereafter, The notes are convertible
                at
                $0.25 per share. Interest is payable monthly.
            
            
            475,000
            
            
            700,000Unsecured
                demand notes payable. Earn interest at the rate of 9% through May
                31, 2008
                and at the rate of 7% thereafter. Interest is payable
                monthly.
            
            
            1,023,790
            
            
            1,116,576Credit
                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%.
            
            
            20,369
            
            
            173,299Due
                to stockholders - The stockholder loans are unsecured, pay interest
                at 9%
                per annum through May 31, 2008 and at the rate of 7% thereafter,
                are
                subordinated to the bank loan and have no specific terms of repayment
            
            
            1,806,894
            
            
            1,605,707$
            3,495,909
            
            $
            4,545,424








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.





**NOTE
      8 – PREFERRED STOCK**





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
      exchange and in consideration for the cancellation of the 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.





**NOTE
      9 – COMMON STOCK**





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 333,333 shares of the Holders’ 500,000 shares Common Shares.
      All the shares have been restated for the reverse stock split.





On
      June
      20,2008, the Company agreed to file Form S-8 and to issue 500,000 shares of
      the
      Company’s common stock for consulting services. The Company will expense the
      $20,000 over six months period.





**NOTE
      10- REVERSE 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”).





**NOTE
      11 – RELATED PARTY TRANSACTIONS**





During
      the nine months ended September 30, 2008 and September 30, 2007, the Company
      paid $ 20,000 and $60,000 respectively to the President's wife for
      administrative services.








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 333,333 shares of the Holders’ 500,000 shares Common Shares.
      All the shares have been restated for the reverse stock split.





In
      exchange and in consideration for the cancellation of the 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”).





**NOTE
      12 – INCOME (LOSS) PER COMMON SHARE**





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





**NOTE
      13 – CONSULTING AGREEMENT**





On
      June
      20, 2008, the Company entered into a consulting agreement for a period of six
      months and agreed to file a Form S-8 for 500,000 shares of common stock. The
      Company has charged the prepaid consulting expense $20,000 and is expensing
      this
      amount over six months. The closing price for the Company’s common stock was
      $0.04 on June 30, 2008.





**NOTE
      14 – OFF BALANCE SHEET RISK**





Included
      in the accompanying balance sheet is inventory of used automobiles at a carrying
      value of $3,014,608 as of September 30, 2008, 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 and market 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.





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, 2007, 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





In
      December 2003, the Securities and Exchange Commission released Staff Accounting
      Bulletin No. 104, "Revenue Recognition" ("SAB 104"). SAB 104 clarifies existing
      guidance regarding revenue recognition. Neither the Company's adoption of SAB
      104 nor its adoption of proposed Standards will have an impact on its
      consolidated results of operations, financial position or cash
      flows.





No
      other
      recently issued accounting standards adopted by the Company during 2007, 2006
      and 2005 nor any proposed standards will have an impact on its consolidated
      results of operations, financial position or cash flows.





**For
      the Three Months Ended September 30, 2008 and September 30,
      2007**





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 three month periods ended September 30, 2008 and September 30,
      2007.





Three Months ended September 30,2008
            
            2007Percentage
                of net revenues:Net
                revenues
            
            
            100
            %
            
            100
            %Cost
                of revenues
            
            
            99.3
            %
            
            97.0
            %Gross
                profit
            
            
            0.7
            %
            
            3.0
            %Sales,
                general and administrative expenses
            
            
            2.6
            %
            
            1.2
            %Other
                operating expenses
            
            
            2.6
            %
            
            1.2
            %Total
                operating expenses
            
            
            5.2
            %
            
            2.4
            %Profit
                (loss) from operations
            
            
            (4.5
            )%
            
            0.6
            %





**Revenues**





Revenue
      for the three month period ended September 30, 2008 were $6,447,399 a decrease
      of $12,261,244 or 65.5 % as compared to revenues for the three month period
      ended September 30, 2007 of $18,708,643. The decrease in revenue was a result
      of
      a decrease in the number of vehicles we sold in the three month period in 2008
      over 2007. Specifically, in the three month period ended September 30, 2008
      we
      sold 459 vehicles at an average sales price of $14,047 as compared to 1,165
      vehicles at an average sales price of $16,059 during the comparable period
      in
      2007.





**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 $6,404,986 or 99.3% of net revenues during
      the
      three month period ended September 30, 2008 as compared to $18,146,355 or 97.0%
      for the comparable period in 2007, a decrease of $11,741,369 or 64.7%. Thus,
      our
      gross margin was 0.7% for the three month period ended September 30, 2008 as
      compared to 3.0% for the comparable period in 2007. 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 three month period ended September 30, 2008 as compared
      to the comparable period in 2007.


*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 $166,278 for the three month period
      ended September 30, 2008 or 2.6% of net revenue as compared to $216,381 or
      1.2%
      of net revenue for the comparable period in 2007, a decrease in such expenses
      of
      $50,102 or 23.2% 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, consulting fees and interest was
      $169,936 for the three month period ended September 30, 2008 or 2.6 % of net
      revenue compared to the comparable period in 2007 when such expenses were
      $229,725 or 1.2% of net revenue. The decrease in such expenses is attributable
      to decreased officers’ salaries and interest expense and an increase in
      consulting fees in 2008. The following table shows the changes in the components
      of these expenses during the comparable periods.





Three Month
              Period Ended
              September 30,
              2008
            
            Three Month
              Period Ended
              September 30,
              2007
            
            Change
            
            Percent ChangeOfficers
                Salaries
            
            $
            79,756
            
            $
            144,756
            
            $
            (65,000
            )
            
            (44.9
            )%Consulting
                Fees
            
            $
            11,333
            
            
            -
            
            $
            11,333
            
            
            100.0
            %Interest
                Expense
            
            $
            78,847
            
            $
            84,970
            
            $
            (6,123
            )
            
            (7.2
            )%





**Operating
      Gain (Loss)**





Operating
      gain or loss is calculated as our revenues less all of our operating expenses.
      Our operating (loss) for the three month period ended September 30, 2008 was
      ($293,801) or (4.5%) of net revenue as compared to an operating profit of
      $116,182 or 0.6% of net revenue for comparable period in 2007, a decrease of
      ($409,983). This decrease in operating profit was primarily as a result of
      a
      decrease in gross revenues which was greater than the decrease of operating
      expense.





**For
      the Nine Months Ended September 30, 2008 and June 30, 2007**





The
      following table sets forth certain data derived from the consolidated statements
      of operations, expressed as a percentage of net revenues for each of the nine
      month periods ended September 30, 2008 and September 30, 2007.





Nine Months Ended September 30,2008
            
            2007Percentage
                of net revenues:Net
                revenues
            
            
            100
            %
            
            100
            %Cost
                of revenues
            
            
            98.6
            %
            
            97.4
            %Gross
                profit
            
            
            1.4
            %
            
            2.6
            %Sales,
                general and administrative expenses
            
            
            1.5
            %
            
            1.0
            %Other
                operating expenses
            
            
            1.4
            %
            
            1.2
            %Total
                operating expenses
            
            
            2.9
            %
            
            2.2
            %Profit
                (loss) from operations
            
            
            (1.5
            )%
            
            0.4
            %








**Revenues**





Revenue
      for the nine month period ended September 30, 2008 were $38,386,296 a decrease
      of $19,895,455 or 34.1% over revenues for the nine month period ended September
      30, 2007 of $58,281,751. The decrease in revenue was a result of a decrease
      in
      the number of vehicles we sold in the six month period in 2008 over 2007.
      Specifically, in the nine month period ended September 30, 2008 we sold 2,672
      vehicles at an average sales price of $14,366 as compared to 3,861 vehicles
      at
      an average sales price of $15,095 during the comparable period in
      2007.





**Cost
      of Revenues and Gross Profit Margin**





The
      Company's cost of revenues is composed primarily of the cost of purchasing
      vehicles for resale. Cost of revenues as a percentage of revenue was $37,839,705
      or 98.6% of net revenues during the nine month period ended September 30, 2008
      as compared to $56,778,435 or 97.4% for the comparable period in 2007, a
      decrease of $18,938,730. Thus, our gross margin was 1.4% for the nine month
      period ended September 30, 2008 as compared to 2.6 % for the comparable period
      in 2007. The decrease in our cost of revenue is attributable to a decrease
      in
      the cost of the vehicles sold during the nine month period ended September
      30,
      2008 as compared to the comparable period in 2007.




*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 $569,470 for the nine month period
      ended September 30, 2008 or 1.5% of net revenue as compared to $606,945 or
      1.0 %
      of net revenue for the comparable period in 2007, a decrease in such expenses
      of
      $37,475 or 6.2% 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, consulting fees and interest was
      $548,170 for the nine month period ended September 30, 2008 or 1.4% of net
      revenue compared to the comparable period in 2007 when such expenses were
      $676,341 or 1.2% of net revenue. The decrease in such expenses is attributable
      to decreased officers salaries and interest expense. The following table shows
      the changes in the components these expenses during the comparable
      periods.





Nine Month
              Period Ended
              September 30,
              2008
            
            Nine Month
              Period Ended
              September 30,
              2007
            
            Change
            
            Percent
              ChangeOfficers
                Salaries
            
            $
            281,199
            
            $
            437,334
            
            $
            (156,135
            )
            
            (35.7
            )%Consulting
                Fees
            
            $
            11,333
            
            
            -
            
            $
            11,333
            
            
            100.0
            %Interest
                Expense
            
            $
            255,638
            
            $
            239,007
            
            $
            16,631
            
            
            7.0
            %








**Operating
      Gain (Loss)**





Operating
      gain (loss) (or profit (loss) from operations) is calculated as our revenues
      less all of our operating expenses. Our operating gain (loss) for the nine
      month
      period ended September 30, 2008 was ($571,049) or (1.5%) of net revenue as
      compared to an operating gain of $220,030 or 0.4% of net revenue for comparable
      period in 2007, a decrease of $791,079 or (354.4%). This decrease in operating
      gain was primarily as a result of a decrease in gross revenues which were
      greater than the decrease of operating expense.





ITEM
      3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




As
      of
      September 30, 2008, we had cash and cash equivalents of $973,074 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,
      2008, we had an outstanding balance of $69,856 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, 2008, 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, 2008, 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.





PART
      II –
OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS





None





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.





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








**We
      Currently Have Just One Director** .
      Our
      Board of Directors is currently comprised of just one member, our Chief
      Executive Officer William Solko. Thus, without any independent directors,
      conflicts of interest between the Company and our Chief Executive Officer may
      occur regarding issues such as executive compensation. We intend to increase
      the
      size of the Board of Directors in 2008.





**Control
      of the Company by Our Majority Stockholder** .
      Our
      Chief Executive Officer, William
      Solko ,
      is the
      majority stockholder of the Company and owns 56.4% of the shares issued and
      outstanding. Accordingly, the present majority stockholder of the Company is
      in
      a position to elect all of the directors of the Company and control its
      policies.





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





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




32  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 14, 2008
            By: /s/ William SolkoWilliam Solko, Chief ExecutiveOfficer and Chief Financial Officer