UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.For
      the quarterly period ended June 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  ̈





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 filer x





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 June 30,
2008 was 554,017
shares.


Explanatory
Note:  This amended Form 10-Q is being filed to add updated disclosure
to Note 8 of the financial statements.







NORTHEAST AUTOMOTIVE HOLDINGS,
INC.


TABLE OF
CONTENTS




PART
      I—FINANCIAL INFORMATIONItem
      1.
                        Financial
      StatementsItem
      2.
                        Management’s
      Discussion and Analysis of Financial ConditionItem
      3.
                        Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
                        Control
      and Procedures
  PART
      II—OTHER INFORMATIONItem
      1.
                              Legal
      ProceedingsItem
      1A.
                              Risk
      FactorsItem
      2.
                              Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
                              Defaults
      Upon Senior SecuritiesItem
      4.
                              Submission
      of Matters to a Vote of Security HoldersItem
      5.
                              Other
      InformationItem
      6.
                              Exhibits
      and Reports on Form 8-KSIGNATURE







PART
I – FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS (Unaudited):





The
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


June 30,
              
              December 31,2008
              
              2007(unaudited)ASSETSCurrent
      Assets:Cash
              
              $
              1,172,824
              
              $
              328,658Inventory
      (Note 4)
              
              
              3,631,386
              
              
              4,804,127Accounts
      receivable
              
              
              396,278
              
              
              829,498Total
      Current Assets
              
              
              5,200,488
              
              
              5,962,283Equipment,
      net (Note 5)
              
              
              24,255
              
              
              23,464Other
      assets (Note 6)
              
              
              16,511
              
              
              26,153TOTAL
      ASSETS
              
              $
              5,241,254
              
              $
              6,011,900LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable
              
              $
              431,779
              
              $
              298,168Note
      payable to bank (Note 7)
              
              
              100,000
              
              
              100,000Credit
      line (Note 7)
              
              
              280,221
              
              
              849,842Demand
      loans payable (Note 7)
              
              
              1,873,790
              
              
              1,816,576Credit
      Card loan payable (Note 7)
              
              
              35,000
              
              
              173,299Due
      to stockholders (Note 7)
              
              
              1,741,238
              
              
              1,605,707Accrued
      expenses
              
              
              291,999
              
              
              361,367Payroll
      taxes withheld and accrued
              
              
              11,479
              
              
              152,645Total
      Current Liabilities
              
              
              4,765,506
              
              
              5,357,604Commitments
      and contingencies (Note 12)
              
              
              -
              
              
              -Stockholders'
      equityPreferred
      stock, .0001 par value, 10,000,000 shares authorized, 10,000,000 shares
      issued and outstanding June 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 June 30, 2008 and 887,285 shares issued and
      outstanding December 31, 2007
              
              
              554
              
              
              887Additional
      Paid in Capital
              
              
              3,556,363
              
              
              3,457,030Deficit
              
              
              (3,080,993
              )
              
              (2,802,445
              )476,924
              
              
              655,472Less:
      Treasury stock (200,000 common shares)
              
              
              (1,176
              )
              
              (1,176
              )Total
      Stockholders' Equity
              
              
              475,748
              
              
              654,296TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              5,241,254
              
              $
              6,011,900




See Notes to Financial
      Statements









NORTHEAST AUTOMOTIVE HOLDINGS,
INC.





CONSOLIDATED STATEMENTS OF
OPERATIONS





Three
            
            Three
            
            Six
            
            SixMonths
            
            Months
            
            Months
            
            MonthsEnded
            
            Ended
            
            Ended
            
            EndedJune 30,
            
            June 30,
            
            June 30,
            
            June 30,2008
            
            2007
            
            2008
            
            2007(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Net
      sales
            
            $
            13,679,407
            
            
            19,162,353
            
            
            31,938,897
            
            
            39,573,108Cost
      of sales
            
            
            13,625,613
            
            
            18,819,033
            
            
            31,434,719
            
            
            38,632,080Gross
      profit
            
            
            53,794
            
            
            343,320
            
            
            504,178
            
            
            941,028Operating
      expenses:Officers
      salaries
            
            
            79,756
            
            
            129,756
            
            
            201,444
            
            
            292,579Interest
      expense
            
            
            87,093
            
            
            74,489
            
            
            176,791
            
            
            154,037Selling,
      general and administrative
            
            
            189,177
            
            
            167,419
            
            
            403,191
            
            
            390,564Total
      operating expenses
            
            
            356,026
            
            
            371,664
            
            
            781,426
            
            
            837,180Profit
      (Loss) from operations
            
            
            (302,232
            )
            
            (28,344
            )
            
            (277,248
            )
            
            103,848Interest
      Income
            
            
            -
            
            
            -
            
            
            -
            
            
            1,848Income
      taxes (Note 11)
            
            
            -
            
            
            (5,115
            )
            
            1,300
            
            
            9,427Net
      profit (loss)
            
            $
            (302,232
            )
            
            (23,229
            )
            
            (278,548
            )
            
            96,269Net
      profit (loss) per share basic and diluted
            
            $
            (0.55
            )
            
            (0.03
            )
            
            (0.50
            )
            
            0.11Weighted
      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





Six Months
            
            Six MonthsEnded
            
            EndedJune 30, 2008
            
            June 30, 2007(unaudited)
            
            (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      profit (loss)
            
            $
            (278,548
            )
            $
            96,269Adjustments
      to reconcile net profit to net cash used by operating
      activities:Depreciation
      and amortization
            
            
            2,556
            
            
            -Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
            
            
            433,220
            
            
            70,025(Increase)
      decrease in inventory
            
            
            1,172,741
            
            
            (863,967
            )(Increase)
      decrease in other assets
            
            
            9,642
            
            
            35,274Increase
      (decrease) in accounts payable
            
            
            133,611
            
            
            301,270Increase
      (decrease) in accrued expenses
            
            
            (69,368
            )
            
            174,614Increase
      (decrease) in payroll taxes
            
            
            (141,166
            )
            
            (165,058
            )CASH
      PROVIDED (USED) BY OPERATING ACTIVITIES
            
            
            1,262,688
            
            
            (351,573
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of fixed assets
            
            
            (3,347
            )
            
            -CASH
      USED BY INVESTING ACTIVITIES
            
            
            (3,347
            )
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      of line of credit
            
            
            3,586,106
            
            
            4,511,552Repayment
      of line of credit
            
            
            (4,155,727
            )
            
            (4,457,803
            )Proceeds
      of stockholders loans
            
            
            480,425
            
            
            170,931Repayment
      of stockholders loan
            
            
            (244,894
            )
            
            (50,503
            )Proceeds
      of demand loans
            
            
            257,214
            
            
            417,245Repayment
      of demand loans
            
            
            (200,000
            )
            
            (8,000
            )Repayment
      on credit card loan
            
            
            (138,299
            )
            
            (2,925
            )CASH
      PROVIDED (USED)BY FINANCING ACTIVITIES
            
            
            (415,175
            )
            
            580,497NET
      INCREASE (DECREASE) IN CASH
            
            
            844,166
            
            
            228,924CASHBeginning
      of period
            
            
            328,658
            
            
            188,037End
      of period
            
            $
            1,172,824
            
            $
            416,961SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for:Income
      tax payments
            
            $
            -
            
            $
            -Interest
      payments
            
            $
            176,791
            
            $
            154,037SUPPLEMENTAL
      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 Six Months Ended June 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 [MSOffice1] 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 June 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 Six Months Ended June 30, 2008 and 2007 are unaudited)





NOTE 3 – ACCOUNTS
RECEIVABLE





June 30,
            
            December 31,2008
            
            2007Accounts
      receivable
            
            $
            396,278
            
            $
            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:
            
            June 30,
            
            December 31,2008
            
            2007Automobiles
      purchased for resale
            
            $
            3,631,386
            
            $
            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:
            
            June 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
            
            
            (15,509
            )
            
            (12,954
            )$
            24,255
            
            $
            23,464





NOTE 6 – OTHER
ASSETS





Other
      assets consists of the following:
            
            June 30,
            
            December 31,2008
            
            2007Prepaid
      federal corporate taxes
            
            $
            -
            
            $
            -Prepaid
      state corporate taxes
            
            
            14,711
            
            
            24,353Security
      deposit
            
            
            1,800
            
            
            1,800$
            16,511
            
            $
            26,153











NORTHEAST AUTOMOTIVE HOLDINGS,
INC.





NOTES TO FINANCIAL
STATEMENTS


(Amounts and Disclosures at and for
the Six Months Ended June 30, 2008 and 2007 are unaudited)





NOTE 7 – NOTES AND LOANS
PAYABLE


June 30,
                2008
              
              December 31,
                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.
              
              $
              280,221
              
              $
              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 $300,000, 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.
              
              
              700,000
              
              
              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.
              
              
              1,173,790
              
              
              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%.
              
              
              35,000
              
              
              173,299Due
      to stockholders - The stockholder loans are unsecured, pay interest at 9%
      per annum through May 31,2008 and 7% thereafter, are subordinated to the
      bank loan and have no specific terms of repayment
              
              
              1,741,238
              
              
              1,605,707$
              4,030,249
              
              $
              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.




To
determine the Fair Value of the Series A Preferred stock, the Company sets out
to value each of the preferences of the Series A Preferred stock since there was
no market for the Series A Preferred.
 
 First
preference:  (i) voting rights equal to 30 times the number of Common
Stock votes.
 A value
can be associated to these voting rights when the Company, as a shell, would be
worth about $100,000 especially in consideration of the $ 5,106,455 of
liabilities at March 31, 2008 that would have to be taken over by any new
owners.
 
 Second
preference: (ii) not entitled
to receive dividends paid on the Common stock.
 The
Company believes this preference has no value.
 
 Third
preference: (iii) liquidation preference equals to eight times the sum available
for distribution to Common stock holders.
 The
estimated maximum liquidation value would approximate the stockholders equity
since any gross profit on liquidation of the inventory would be offset by
operating and liquidating expenses.  With the deterioration of the
used vehicle market during late 2007 and into 2008, the chances of a breakeven
liquidation was extremely unlikely in the near future.  Since the
preferred stock will automatically convert to common shares in a short three
years, this liquidation preference right is of limited value especially to an already
controlling
shareholder.  The Company therefore places no value on this
preference.
 
 Fourth
preference: (iv) automatically convert after three years to one share of Common
stock.
 The
Company believes this preference has no value since it is a forced conversion at
the same ratio as the voluntary conversion that is available after May 6,
2008.
 
 
 The
Fifth preference: (v) not to be subject to reverse stock splits and other
changes to the Common stock capital of the Company and Sixth preference: (vi)
convertible at the option of the holder after forty-five (45) days.
 The
exchange rate is one share of Common stock for each share of Preferred
stock.
 
 The book
value of the underlying Common stock that the Series A Preferred stock is
convertible into was estimated to be $378,545 at April 22, 2008 (estimated
stockholders equity of $629,089 at April 22, 2008 divided by 16,618,586 shares
times 10,000,000 shares). The fair value of the Common stock cancelled owned by
Mr. Solko was $600,000 (10,000,000 shares returned to the Company times $0.06
market per share) and the loan forgiven by Mr. Solko was $100,000. The fair
value of what Mr. Solko gave up was $700,000.
 
 On April
22, 2008, the common stock of the Company was trading at $0.06 per
share.
 Since the
restricted Preferred Stock has no trading market, the Preferred needs to be
discounted by 30 to 40% for the $0.06 per share of freely trading Common stock
which gives us $0.042 at 30% discount to $0.036 at 40% discount. But even if we
used the Common stock value of $0.06 per share: Mr. Solko was trading more value
($700,000) {the 10,000,000 shares returned to the Company @ $0.06 plus the
$100,000 debt forgiveness} for less value ($600,000) [ the preferred stock of
10,000,000 convertible to 10,000,000 common stock @ $0.06] provided the Company
with $100,000 capital contribution.
 
 As a
result of the above analysis, no expense was recorded for this transaction
because the fair value of the consideration given was equal to the fair value of
the preferred stock received.




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.





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”). This reverse stock split has been
recognized in the financial statements retroactively from
inception.





NOTE 11 – RELATED PARTY
TRANSACTIONS





During
the six months ended June 30, 2008 and June 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 – OFF BALANCE SHEET
RISK





Included
in the accompanying balance sheet is inventory of used automobiles at a carrying
value of $3,631,386 as of June 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 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 June 30,
2008 and June 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 June 30, 2008 and June 30, 2007.





Three Months ended June 30,2008
            
            2007Percentage
      of net revenues:Net
      revenues
            
            
            100
            %
            
            100
            %Cost
      of revenues
            
            
            99.6
            %
            
            98.2
            %Gross
      profit
            
            
            0.4
            %
            
            1.8
            %Sales,
      general and administrative expenses
            
            
            1.4
            %
            
            0.9
            %Other
      operating expenses
            
            
            1.2
            %
            
            1.1
            %Total
      operating expenses
            
            
            2.6
            %
            
            1.9
            %Profit
      (loss) from operations
            
            
            (2.2
            )%
            
            (0.1
            )%





Revenues





Revenue
for the three month period ended June 30, 2008 were $13,679,407 a decrease of
$5,482,946 or 28.6 % as compared to revenues for the three month period ended
June 30, 2007 of $19,162,353. 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 June 30, 2008 we sold 991 vehicles
at an average sales price of $13,804 as compared to 1,281 vehicles at an average
sales price of $14,959 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 $13,625,613 or 99.6% of net revenues during the
three month period ended June 30, 2008 as compared to $18,819,033 or 98.2% for
the comparable period in 2007, a decrease of $5,193,420 or 27.6%. Thus, our
gross margin was 0.4% for the three month period ended June 30, 2008 as compared
to 1.8% 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 June 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 $189,177 for the three month period
ended June 30, 2008 or 1.4% of net revenue as compared to $167,419 or 0.9% of
net revenue for the comparable period in 2007, an increase in such expenses of
$21,758 or 13.0% The increase in the ratio of SGA expenses to net revenue was
primarily due to an increase in operating expenses.










Other Expenses





Our
combined expenses for officers salaries and interest was $166,849 for the three
month period ended June 30, 2008 or 1.2 % of net revenue compared to the
comparable period in 2007 when such expenses were $204,245 or 1.1% of net
revenue. The decrease in such expenses is attributable to decreased officers’
salaries in 2008. The following table shows the changes in the components of
these expenses during the comparable periods.





Three Month
              Period Ended
              June 30, 2008
            
            Three Month
              Period Ended
              June 30, 2007
            
            Change
            
            Percent ChangeOfficers
      Salaries
            
            $
            79,756
            
            $
            129,756
            
            $
            (50,000
            )
            
            (38.5
            )%Interest
      Expense
            
            $
            87,093
            
            $
            74,489
            
            $
            12,604
            
            
            16.9
            %





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 June 30, 2008 was
($302,232) or (2.2%) of net revenue as compared to an operating (loss) of
($28,344) or (0.1%) of net revenue for comparable period in 2007, a increase of
($273,888). This increase in operating (loss) was primarily as a result of a
decrease in gross revenues which was greater than the decrease of operating
expense.





For the Six Months Ended June 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 six
month periods ended June 30, 2008 and June 30, 2007.





Six Months Ended June 30,2008
            
            2007Percentage
      of net revenues:Net
      revenues
            
            
            100
            %
            
            100
            %Cost
      of revenues
            
            
            98.4
            %
            
            97.6
            %Gross
      profit
            
            
            1.6
            %
            
            2.4
            %Sales,
      general and administrative expenses
            
            
            1.3
            %
            
            1.0
            %Other
      operating expenses
            
            
            1.2
            %
            
            1.1
            %Total
      operating expenses
            
            
            2.5
            %
            
            2.1
            %Profit
      (loss) from operations
            
            
            (0.9
            )%
            
            0.3
            %










Revenues





Revenue
for the six month period ended June 30, 2008 were $31,938,897 a decrease of
$7,634,211 or 19.3% over revenues for the six month period ended June 30, 2007
of $39,573,108. 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 six month period ended June 30, 2008 we sold 2,212 vehicles at an average
sales price of $14,439 as compared to 2,695 vehicles at an average sales price
of $14,684 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 $31,434,719
or 98.4% of net revenues during the six month period ended June 30, 2008 as
compared to $38,632,080 or 97.6% for the comparable period in 2007, a decrease
of $7,197,361. Thus, our gross margin was 1.6% for the six month period ended
June 30, 2008 as compared to 2.4 % 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 six month period ended June 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 $403,191 for the six month period
ended June 30, 2008 or 1.3% of net revenue as compared to $390,564 or 1.0 % of
net revenue for the comparable period in 2007, an increase in such expenses of
$12,627 or 3.2% The increase in the ratio of SGA expenses to net revenue was
primarily due to an increase in operating expenses.





Other Expenses





Our
combined expenses for officers salaries, consulting fees and interest was
$378,235 for the six month period ended June 30, 2008 or 1.2% of net revenue
compared to the comparable period in 2007 when such expenses were $446,616 or
1.1% of net revenue. The decrease in such expenses is attributable to decreased
officers salaries. The following table shows the changes in the components our
these expenses during the comparable periods.





Six Month
              Period Ended
              June 30, 2008
            
            Six Month
              Period Ended
              June 30, 2007
            
            Change
            
            Percent
              ChangeOfficers
      Salaries
            
            $
            201,444
            
            $
            292,579
            
            $
            (91,135
            )
            
            (31.1
            )%Interest
      Expense
            
            $
            176,791
            
            $
            154,037
            
            $
            22,754
            
            
            14.8
            %











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 six month
period ended June 30, 2008 was ($277,248) or (0.9%) of net revenue as compared
to an operating gain of $103,848 or 0.3% of net revenue for comparable period in
2007, a decrease of $381,096 or (367.0%). 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
June 30, 2008, we had cash and cash equivalents of $1,172,824  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 June 30, 2008, we
had an outstanding balance of $280,221 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 June 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 March 31, 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:
      May 6, 2009
            By:
            /s/
      William SolkoWilliam
      Solko, Chief ExecutiveOfficer
      and Chief Financial Officer