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,
                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.





**NORTHEAST
      AUTOMOTIVE HOLDINGS, INC.**


TABLE
      OF
      CONTENTS







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.





**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:
                August 12, 2008
            By:
            /s/
                William SolkoWilliam
                Solko, Chief ExecutiveOfficer
                and Chief Financial Officer