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 June 30,
2010





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: 000-51997





NORTHEAST
AUTOMOTIVE HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





NEVADA
                65-0637308(State or Other Jurisdiction of
                  Incorporation or Organization)
                (I.R.S. Employer Identification Number)





2174
HEWLETT AVENUE, SUITE 206


MERRICK,
NY 11566


(Address
of Principal Executive Offices)


(Zip
Code)





(516)
377-6311


(Registrant’s Telephone Number
including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈





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





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





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





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





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










NORTHEAST
AUTOMOTIVE HOLDINGS, INC.




FORM
10-Q





June
30, 2010




TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements
            3Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            8Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            10Item
      4.
            Controls
      and Procedures
            10PART
      II— OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            10Item
      1A.
            Risk
      Factors
            11Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            11Item
      3.
            Defaults
      Upon Senior Securities
            11Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            11Item
      5.
            Other
      Information
            11Item
      6.
            Exhibits
            11SIGNATURES
            12







2




NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.CONSOLIDATED
      BALANCE SHEETS(Unaudited)





June
      30,
                                
                                
                                December
      31,ASSETS
                                
                                2010
                                
                                
                                2009Current
      Assets:Cash
                                
                                $
                                129,031
                                
                                
                                $
                                341,629Inventory
                                
                                
                                1,613,762
                                
                                
                                
                                1,554,549Total
      Current Assets
                                
                                
                                1,742,783
                                
                                
                                
                                1,896,178Equipment,
      net
                                
                                
                                13,527
                                
                                
                                
                                16,251Other
      assets
                                
                                
                                3,295
                                
                                
                                
                                7,773TOTAL
      ASSETS
                                
                                $
                                1,759,615
                                
                                
                                $
                                1,920,202LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable
                                
                                $
                                257,250
                                
                                
                                $
                                136,711Note
      payable to bank
                                
                                
                                100,000
                                
                                
                                
                                100,000Credit
      line
                                
                                
                                217,809
                                
                                
                                
                                325,588Demand
      loans payable
                                
                                
                                954,338
                                
                                
                                
                                770,861Credit
      Card loan payable
                                
                                
                                -
                                
                                
                                
                                -Due
      to stockholders
                                
                                
                                36,706
                                
                                
                                
                                584,115Accrued
      expenses
                                
                                
                                63,254
                                
                                
                                
                                75,023Payroll
      taxes withheld and accrued
                                
                                
                                1,847
                                
                                
                                
                                2,316Total
      Current Liabilities
                                
                                
                                1,631,204
                                
                                
                                
                                1,994,614Stockholders'
      equityPreferred
      stock, 0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued
      and outstanding
                                
                                
                                1,000
                                
                                
                                
                                1,000Common
      stock, .001 par value, 300,000,000 shares authorized, 554,017 shares
      issued and outstanding June 30, 2010 and December 31, 2009
                                
                                
                                554
                                
                                
                                
                                554Capital
      Stock to be issued (500,000 Shares)
                                
                                
                                20,000
                                
                                
                                
                                20,000Additional
      Paid in Capital
                                
                                
                                3,957,424
                                
                                
                                
                                3,957,424Deficit
                                
                                
                                (3,849,391
                                )
                                
                                
                                (4,052,214
                                )129,587
                                
                                
                                
                                (73,236
                                )Less:
      Treasury stock (6,667 common shares)
                                
                                
                                (1,176
                                )
                                
                                
                                (1,176
                                )Total
      Stockholders' Equity
                                
                                
                                128,411
                                
                                
                                
                                (74,412
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                
                                $
                                1,759,615
                                
                                
                                $
                                1,920,202






See
Notes to Financial Statements


3




NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.CONSOLIDATED
      STATEMENTS OF OPERATIONS





Three
                    
                    
                    Three
                    
                    
                    Six
                    
                    
                    SixMonths
                    
                    
                    Months
                    
                    
                    Months
                    
                    
                    MonthsEnded
                    
                    
                    Ended
                    
                    
                    Ended
                    
                    
                    EndedJune
      30,
                    
                    
                    June
      30,
                    
                    
                    June
      30,
                    
                    
                    June
      30,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009(unaudited)
                    
                    
                    (unaudited)
                    
                    
                    (unaudited)
                    
                    
                    (unaudited)Net
      sales
                    
                    $
                    3,464,861
                    
                    
                    
                    4,583,575
                    
                    
                    
                    7,018,604
                    
                    
                    
                    9,385,496Cost
      of sales
                    
                    
                    3,136,739
                    
                    
                    
                    4,313,423
                    
                    
                    
                    6,462,511
                    
                    
                    
                    8,804,244Gross
      profit
                    
                    
                    328,122
                    
                    
                    
                    270,152
                    
                    
                    
                    556,093
                    
                    
                    
                    581,252Operating
      expenses:Officers
      salaries
                    
                    
                    -
                    
                    
                    
                    12,270
                    
                    
                    
                    -
                    
                    
                    
                    92,026Interest
      expense
                    
                    
                    37,302
                    
                    
                    
                    33,347
                    
                    
                    
                    69,540
                    
                    
                    
                    94,124Selling,
      general and administrative
                    
                    
                    126,767
                    
                    
                    
                    154,084
                    
                    
                    
                    271,169
                    
                    
                    
                    324,739Total
      operating expenses
                    
                    
                    164,069
                    
                    
                    
                    199,701
                    
                    
                    
                    340,709
                    
                    
                    
                    510,889Profit
      (Loss) from operations
                    
                    
                    164,053
                    
                    
                    
                    70,451
                    
                    
                    
                    215,384
                    
                    
                    
                    70,363Interest
      Income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Income
      taxes
                    
                    
                    
                    
                    
                    
                    4,217 -
                    
                    
                    
                    12,561
                    
                    
                    
                    4,250Net
      profit (loss)
                    
                    $
                    159,836
                    
                    
                    
                    70,451
                    
                    
                    
                    202,823
                    
                    
                    
                    66,113Net
      profit (loss) per share basic and diluted
                    
                    $
                    0.29
                    
                    
                    
                    0.13
                    
                    
                    
                    0.37
                    
                    
                    
                    0.12Weighted
      average number of shares outstanding
                    
                    
                    692,879
                    
                    
                    
                    554,017
                    
                    
                    
                    692,879
                    
                    
                    
                    554,017





See
Notes to Financial Statements




4




NORTHEAST
AUTOMOTIVE HOLDINGS, INC.
 STATEMENTS
OF CASH FLOWS


Six
      Months
                                          
                                          
                                          Six
      MonthsEnded
                                          
                                          
                                          EndedJune
      30, 2010
                                          
                                          
                                          June
      30, 2009(unaudited)
                                          
                                          
                                          (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      profit (loss)
                                          
                                          $
                                          202,823
                                          
                                          
                                          $
                                          66,189Adjustments
      to reconcile net profit to net cash used by operating
      activities:Depreciation
      and amortization
                                          
                                          
                                          2,724
                                          
                                          
                                          
                                          2,724Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          222,639(Increase)
      decrease in inventory
                                          
                                          
                                          (59,213
                                          )
                                          
                                          
                                          (25,246
                                          )(Increase)
      decrease in other assets
                                          
                                          
                                          4,478
                                          
                                          
                                          
                                          1,694Increase
      (decrease) in accounts payable
                                          
                                          
                                          120,539
                                          
                                          
                                          
                                          13,746Increase
      (decrease) in accrued expenses
                                          
                                          
                                          (11,769
                                          )
                                          
                                          
                                          (10,400
                                          )Increase
      (decrease) in payroll taxes
                                          
                                          
                                          (469
                                          )
                                          
                                          
                                          522Total
      adjustments
                                          
                                          
                                          56,290
                                          
                                          
                                          
                                          205,679CASH
      PROVIDED (USED) BY OPERATING ACTIVITIES
                                          
                                          
                                          259,113
                                          
                                          
                                          
                                          271,792CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of fixed assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -CASH
      USED BY INVESTING ACTIVITIES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      of line of credit
                                          
                                          
                                          1,305,493
                                          
                                          
                                          
                                          1,397,167Repayment
      of line of credit
                                          
                                          
                                          (1,413,272
                                          )
                                          
                                          
                                          (1,469,574
                                          )Proceeds
      of stockholders loans
                                          
                                          
                                          -
                                          
                                          
                                          
                                          10,869Repayment
      of stockholders loan
                                          
                                          
                                          (547,409
                                          )
                                          
                                          
                                          (522,866
                                          )Proceeds
      of demand loans
                                          
                                          
                                          550,000
                                          
                                          
                                          
                                          -Repayment
      of demand loans
                                          
                                          
                                          (366,523
                                          )
                                          
                                          
                                          (108,900
                                          )CASH
      PROVIDED (USED)BY FINANCING ACTIVITIES
                                          
                                          
                                          (471,711
                                          )
                                          
                                          
                                          (693,304
                                          )NET
      INCREASE (DECREASE) IN CASH
                                          
                                          
                                          (212,598
                                          )
                                          
                                          
                                          (421,512
                                          )CASHBeginning
      of year
                                          
                                          
                                          341,629
                                          
                                          
                                          
                                          934,118End
      of period
                                          
                                          $
                                          129,031
                                          
                                          
                                          $
                                          512,606SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for:Income
      tax payments
                                          
                                          $
                                          4,217
                                          
                                          
                                          $
                                          -Interest
      payments
                                          
                                          $
                                          69,540
                                          
                                          
                                          $
                                          94,124SUPPLEMENTAL
      FINANCE AND INVESTMENT INFORMATIONConversion
      of debt to preferred stock
                                          
                                          $
                                          100,000
                                          
                                          
                                          $
                                          100,000





See
      Notes to Financial Statements.




5




NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
              (Unaudited)





NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS





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





BASIS
OF PRESENTATION





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





The
accompanying interim financial statements of Northeast Automotive Holdings, Inc.
are unaudited.  However, in the opinion of management, the interim
data includes all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the results for the interim
period.  The results of operations for the period ended June 30, 2010
are not necessarily indicative of the operating results for the entire
year.





Going
Concern





The
financial statements have been prepared on the basis of a going concern which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has  working capital of
$111,579 at June 30, 2010 and an accumulated deficit of $3,849,390 since
inception.





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





6





NOTE
2 – NOTES AND LOANS PAYABLE




June
      30,
                                          
                                          
                                          December
      31,2010
                                          
                                          
                                          2009Line
      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.
                                          
                                          $
                                          217,809
                                          
                                          
                                          
                                          325,588Note
      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
                                          
                                          
                                          
                                          100,000Unsecured
      demand notes payable. Interest is payable monthly at the varying rates
      between 5% and 8%.
                                          
                                          
                                          954,338
                                          
                                          
                                          
                                          770,861Due
      to stockholders - The stockholder loans are unsecured, pay interest at 9%
      per annum, are subordinated to the bank loan and have no specific terms of
      repayment.
                                          
                                          
                                          36,706
                                          
                                          
                                          
                                          584,115$
                                          1,308,853
                                          
                                          
                                          $
                                          1,487,534








7





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





The
following discussion and analysis addresses material changes in the results of
operations and financial condition of Northeast Automotive Holdings, Inc. and
Subsidiaries (the “Company” or “we”) for the periods presented. This discussion
and analysis should be read in conjunction with the Consolidated Financial
Statements, the related Notes to Consolidated Financial Statements and
Management’s Discussion and Analysis of Results of Operations and Financial
Condition included in the Company’s Form 10-K for the fiscal year ended
December 31, 2009, the unaudited interim Condensed Consolidated Financial
Statements and related Notes included in Item 1 of this Report on
Form 10-Q (“Form 10-Q”) and the Company’s other SEC filings and public
disclosures.





This
Form 10-Q may contain “forward-looking statements”. These statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may include, without
limitation, statements about the Company’s market opportunities, strategies,
competition and expected activities and expenditures, and at times may be
identified by the use of words such as “may”, “will”, “could”, “should”,
“would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”,
“forecast”, “potential”, “intend”, “continue” and variations of these words or
comparable words. Forward-looking statements inherently involve risks and
uncertainties. Accordingly, actual results may differ materially from those
expressed or implied by these forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, the
risks described below under “Risk Factors” in Part II, Item 1A. The
Company undertakes no obligation to update any forward-looking statements for
revisions or changes after the date of this Form 10-Q.





Overview





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





Recent Accounting
Pronouncements




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




For
the Six months Ended June 30, 2010 and June 30, 2009





The
following table sets forth certain data derived from the unaudited consolidated
statements of operations, expressed as a percentage of net revenues for each of
the six months period ended June 30, 2010 and June 30, 2009.





Six
      months ended June 30,2010
                          
                          2009Percentage
      of net revenues:Net
      revenues
                          
                          100%
                          
                          100%Cost
      of revenues
                          
                          92.1%
                          
                          93.8%Gross
      profit
                          
                          7.9%
                          
                          6.2%Sales,
      general and administrative expenses
                          
                          3.8%
                          
                          3.5%Other
      operating expenses
                          
                          1.0%
                          
                          2.0%Total
      operating expenses
                          
                          4.8%
                          
                          5.5%Profit
      (loss) from operations
                          
                          2.9%
                          
                          0.8%





8





Revenues


Revenue
for the six month periods ended June 30, 2010 were $7,018,604 a decrease of
$2,366,892 or 25.2% as compared to revenues for the six months period ended June
30, 2009 of $9,385,496. The decrease in revenue was a result of a decrease in
the number of vehicles we sold in the six months period in 2010 over 2009.
Specifically, in the six months period ended June 30, 2010 we sold 417 vehicles
at an average sales price of $16,831 as compared to 730 vehicles at an average
sales price of $12,857 during the comparable period in 2009.





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 $6,462,511 or 92.1% of net revenues during the
six months period ended June 30, 2010 as compared to $8,804,244 or 93.8% for the
comparable period in 2009, a decrease of $2,341,733 or 26.6%. Thus, our gross
margin was 7.9% for the six months period ended June 30, 2010 as compared to
6.2% for the comparable period in 2009. The decrease in our cost of revenue as a
percent of revenue is attributable to a decrease in the cost of the vehicles
sold during the six months period ended June 30, 2010 as compared to the
comparable period in 2009.




Operating
Expenses


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





Sale,
General and Administrative


Sale,
general and administrative (“SGA”) expenses are composed principally of
commission, salaries of administrative personnel, fees for professional services
and facilities expenses. These expenses were $271,169 for the six months period
ended June 30, 2010 or 3.9% of net revenue as compared to $324,739 or 3.5% of
net revenue for the comparable period in 2009, a decrease in such expenses of
$53,570 or 16.5% The decrease in the ratio of SGA expenses to net revenue was
primarily due to a decrease in operating expenses.





Other
Expenses


Our
combined expenses for officers salaries and interest was $69,540 for the six
months period ended June 30, 2010 or 1.0% of net revenue compared to the
comparable period in 2009 when such expenses were $186,150 or 2.0% of net
revenue. The decrease in such expenses is attributable to decreased officers’
salaries in 2010 as well as a decrease in interest expense. The following table
shows the changes in the components of these expenses during the comparable
periods.





Six
      months
                        Period Ended
                        June
      30
                        2010
                      
                      
                      Six
      months
                        Period Ended
                        June
      30,
                        2009
                      
                      
                      Change
                      
                      Percent ChangeOfficers
      Salaries
                      
                      $
                      -
                      
                      
                      $
                      92,026
                      
                      
                      $
                      (92,026)
                      
                      (100.0%)Interest
      Expense
                      
                      $
                      69,540
                      
                      
                      $
                      94,124
                      
                      
                      $
                      (24,584)
                      
                      (26.1%)





Operating
Gain (Loss)


Operating
gain or loss is calculated as our revenues less all of our operating expenses.
Our operating gain for the six months period ended June 30, 2010 was $202,823 or
2.9% of net revenue as compared to an operating gain of $66,113 or 0.7% of net
revenue for comparable period in 2009, an increase of $136,710. This increase in
operating gain was primarily as a result of an increase in gross profits as well
as a decrease of operating expense.




9




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required for Smaller Reporting Companies





Item
      4.
            Controls
      and Procedures




Not
required for Smaller Reporting Companies





Item
      4T.
            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 June 30, 2009, the Company’s disclosure controls and
procedures were (1) designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company’s
chief executive officer and chief financial officer by others within those
entities, particularly during the period in which this report was being prepared
and (2) effective, in that they provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms.




Limitations
on the Effectiveness of Internal Controls




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





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






PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





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




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ITEM
1A. RISK FACTORS





Not
Applicable.




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





None




ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None





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





None





ITEM
5. OTHER INFORMATION





None





ITEM
6. EXHIBITS





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





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









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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:
      August 20, 2010
                      By:
                      /s/
      William SolkoWilliam
      Solko, Chief ExecutiveOfficer
      and Chief Financial Officer












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