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, 2012
|                                            
|or                                          



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  | For the transition period from                 to                                       



Commission file number: 000-51997



NORTHEAST AUTOMOTIVE HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)



|NEVADA                                                                 | 65-0637308                             
|---------------------------------------------------------------------- | ---------------------------------------
|                                                                       |                                        
|(State or Other Jurisdiction of
        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. YesxNo ̈



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).   YesoNoo



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 ̈Nox



The number of shares outstanding of the Registrant’s common
stock as of  August 20, 2012 was 554,017 shares.











NORTHEAST AUTOMOTIVE HOLDINGS, INC.



FORM 10-Q



June 30, 2012



TABLE OF CONTENTS



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



2







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





|                                                                                                                                       |  | June 30, |            |   | December 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ---------- | - | ------------ | -
|                                                                                                                                       |  | 2012     |            |   | 2011         |  
|ASSETS                                                                                                                                 |  |          |            |   |              |  
|Current Assets:                                                                                                                        |  |          |            |   |              |  
|Cash                                                                                                                                   |  | $        | 1,329      |   |              | $
|Accounts Receivable – related party                                                                                                    |  |          |            |   |              |  
|Total Current Assets                                                                                                                   |  |          | 1,329      |   |              |  
|                                                                                                                                       |  |          |            |   |              |  
|Equipment, net                                                                                                                         |  |          | 2,845      |   |              |  
|Other assets                                                                                                                           |  |          | 2,826      |   |              |  
|                                                                                                                                       |  |          |            |   |              |  
|TOTAL ASSETS                                                                                                                           |  | $        | 7,000      |   |              | $
|                                                                                                                                       |  |          |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                  |  |          |            |   |              |  
|Current Liabilities:                                                                                                                   |  |          |            |   |              |  
|Note payable to bank                                                                                                                   |  |          | 100,000    |   |              |  
|Due to stockholders                                                                                                                    |  |          | 53,048     |   |              |  
|Accrued expenses                                                                                                                       |  |          | 14,950     |   |              |  
|Payroll taxes withheld and accrued                                                                                                     |  |          | -          |   |              |  
|Total Current Liabilities                                                                                                              |  |          | 167,998    |   |              |  
|                                                                                                                                       |  |          |            |   |              |  
|                                                                                                                                       |  |          |            |   |              |  
|                                                                                                                                       |  |          |            |   |              |  
|Stockholders' Deficit                                                                                                                  |  |          |            |   |              |  
|Preferred stock, 0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding                                     |  |          | 1,000      |   |              |  
|Common stock, .001 par value, 300,000,000 shares authorized, 554,017 shares issued and outstanding June 30, 2010 and December 31, 2009 |  |          | 554        |   |              |  
|Capital Stock to be issued (500,000 Shares)                                                                                            |  |          | 20,000     |   |              |  
|Additional Paid in Capital                                                                                                             |  |          | 3,957,424  |   |              |  
|Accumulated Deficit                                                                                                                    |  |          | (4,138,800 | ) |              |  
|                                                                                                                                       |  |          | (159,822   | ) |              |  
|Less: Treasury stock (6,667 common shares)                                                                                             |  |          | (1,176     | ) |              |  
|Total Stockholders' DEFICIT                                                                                                            |  |          | (160,998   | ) |              |  
|                                                                                                                                       |  |          |            |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                            |  | $        | 7,000      |   |              | $





See
Notes to Unaudited Financial Statements



3







|NORTHEAST
        AUTOMOTIVE HOLDINGS, INC.
|-------------------------------------------
|                                           
|CONSOLIDATED STATEMENTS OF OPERATIONS      



|                                              |  | Three       |          |   | Three       |  |         | Six         |  |  | Six         |  
|--------------------------------------------- |  | ----------- | -------- | - | ----------- |  | ------- | ----------- |  |  | ----------- | -
|                                              |  | Months      |          |   | Months      |  |         | Months      |  |  | Months      |  
|                                              |  | Ended       |          |   | Ended       |  |         | Ended       |  |  | Ended       |  
|                                              |  | June 30,    |          |   | June 30,    |  |         | June 30,    |  |  | June 30,    |  
|                                              |  | 2012        |          |   | 2011        |  |         | 2012        |  |  | 2011        |  
|                                              |  | (unaudited) |          |   | (unaudited) |  |         | (unaudited) |  |  | (unaudited) |  
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Net sales                                     |  | $           | -        |   |             |  | 163,664 |             |  |  | -           |  
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Cost of sales                                 |  |             | -        |   |             |  | 162,376 |             |  |  | -           |  
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Gross profit                                  |  |             | -        |   |             |  | 1,288   |             |  |  | -           |  
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Operating expenses:                           |  |             |          |   |             |  |         |             |  |  |             |  
|Officers salaries                             |  |             | -        |   |             |  | -       |             |  |  | -           |  
|Interest expense                              |  |             | -        |   |             |  | -       |             |  |  | -           |  
|Selling, general and administrative           |  |             | 128,904  |   |             |  | 13,030  |             |  |  | 135,563     |  
|Total operating expenses                      |  |             | 128,904  |   |             |  | 13,030  |             |  |  | 135,563     |  
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Loss from operations                          |  |             | (128,904 | ) |             |  | (11,742 | )           |  |  | (135,563    | )
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Income taxes                                  |  |             | -        |   |             |  | 110     |             |  |  | -           |  
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Net  loss                                     |  | $           | (128,904 | ) |             |  | (11,852 | )           |  |  | (135,563    | )
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Net loss per share basic and diluted          |  | $           | (0.23    | ) |             |  | (0.02   | )           |  |  | (0.24       | )
|                                              |  |             |          |   |             |  |         |             |  |  |             |  
|Weighted average number of shares outstanding |  |             | 554,017  |   |             |  | 554,017 |             |  |  | 554,017     |  



See Notes to Unaudited Financial Statements



4







|NORTHEAST AUTOMOTIVE HOLDINGS, INC.
|-----------------------------------
|                                   
|STATEMENTS OF CASH FLOWS           



|                                                                            |  | Six Months    |          |   | Six Months    |  
|--------------------------------------------------------------------------- |  | ------------- | -------- | - | ------------- | -
|                                                                            |  | Ended         |          |   | Ended         |  
|                                                                            |  | June 30, 2012 |          |   | June 30, 2011 |  
|                                                                            |  | (unaudited)   |          |   | (unaudited)   |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |               |          |   |               |  
|Net loss                                                                    |  | $             | (135,563 | ) |               | $
|Adjustments to reconcile net loss to net cash used by operating activities: |  |               |          |   |               |  
|Depreciation and amortization                                               |  |               | 2,554    |   |               |  
|Changes in operating assets and liabilities:                                |  |               | -        |   |               |  
|(Increase) decrease in accounts receivable                                  |  |               | 123,052  |   |               |  
|(Increase) decrease in inventory                                            |  |               | -        |   |               |  
|(Increase) decrease in other assets                                         |  |               | -        |   |               |  
|Increase (decrease) in customer deposits payable                            |  |               | -        |   |               |  
|Increase (decrease) in accrued expenses                                     |  |               | (3,300   | ) |               |  
|Increase (decrease) in payroll taxes                                        |  |               | (1,273   | ) |               |  
|Total adjustments                                                           |  |               | 121,033  |   |               |  
|CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                |  |               | (14,530  | ) |               |  
|                                                                            |  |               |          |   |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |               |          |   |               |  
|Proceeds from stockholders loans                                            |  |               | 10,464   |   |               |  
|Repayment of stockholders loan                                              |  |               | -        |   |               |  
|Proceeds of demand loans                                                    |  |               |          |   |               |  
|Repayment of demand loans                                                   |  |               | -        |   |               |  
|CASH PROVIDED (USED)BY FINANCING ACTIVITIES                                 |  |               | 10,464   |   |               |  
|                                                                            |  |               |          |   |               |  
|NET INCREASE (DECREASE) IN CASH                                             |  |               | (4,066   | ) |               |  
|                                                                            |  |               |          |   |               |  
|CASH                                                                        |  |               |          |   |               |  
|Beginning of year                                                           |  |               | 5,395    |   |               |  
|                                                                            |  |               |          |   |               |  
|End of period                                                               |  | $             | 1,329    |   |               | $
|                                                                            |  |               |          |   |               |  
|SUPPLEMENTAL CASH FLOW INFORMATION                                          |  |               |          |   |               |  
|Cash paid for:                                                              |  |               |          |   |               |  
|Income tax payments                                                         |  | $             | -        |   |               | $
|Interest payments                                                           |  | $             | -        |   |               | $



|See Notes to Unaudited 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, 2012 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 a working capital deficiency of ($166,669) at June 30, 2012 and an accumulated deficit of $4,138,800
since inception.



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



NOTE 2 - RELATED PARTY



As of June 30, 2012, the Company is indebted
to stockholders for $53,048. This amount is unsecured, non-interest bearing, and due on demand.



6







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



The following discussion and analysis addresses
material changes in the results of operations and financial condition of Northeast Automotive Holdings, Inc. and Subsidiaries (the
“Company” or “we”) for the periods presented. This discussion and analysis should be read in conjunction
with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion
and Analysis of Results of Operations and Financial Condition included in the Company’s Form 10-K for the fiscal year
ended December 31, 2011, 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, 2012 and June 30, 2011



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, 2012 and June 30, 2011.



|                                           |  | Six months ended June 30, |  
|------------------------------------------ |  | ------------------------- | -
|                                           |  | 2012                      |  
|Percentage of net revenues:                |  |                           |  
|Net revenues                               |  |                           | -
|Cost of revenues                           |  |                           | -
|Gross profit                               |  |                           | -
|                                           |  |                           | -
|Sales, general and administrative expenses |  |                           | -
|Other operating expenses                   |  |                           | -
|Total operating expenses                   |  |                           | -
|Profit (loss) from operations              |  |                           | -



7







Revenues

Revenue for the six month period ended
June 30, 2012 was $-0- a decrease of $579,440 or 100% as compared to revenues for the six months period ended June 30, 2011 of
$579,440. The decrease in revenue was a result of no vehicles being sold in the six months period in 2012 compared to 2011. Specifically,
in the six months period ended June 30, 2012 no vehicles were sold as compared to 30 vehicles at an average sales price of $19,315
during the comparable period in 2011.



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 $-0- or 100% of net revenues during the six months
period ended June 30, 2012 as compared to $524,853 for the comparable period in 2011, a decrease of $524,853 or 100%. Thus, our
gross margin was 0.0% for the six months period ended June 30, 2012 as compared to 9.4% for the comparable period in 2011. 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, 2012 as compared to the comparable period in 2011.



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 $135,563 for the six months period ended June 30, 2012 as compared to $524,853 for the comparable
period in 2011, a decrease in such expenses of $389,290.



Other Expenses

Our combined expenses for officers salaries
and interest was $0.00 for the six months period ended June 30, 2012 compared to the comparable period in 2011 when such expenses
were $24,716 or 4.3% of net revenue. The decrease in such expenses is attributable to decreased officers’ salaries in 2012
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 2012 |   |  | Six months Period Ended June 30, 2011 |   |        | Change |  |   | Percent Change | 
|----------------- |  | ------------------------------------ | - |  | ------------------------------------- | - | ------ | ------ |  | - | -------------- | 
|Officers Salaries |  | $                                    | - |  |                                       | $ | 20,338 |        |  | $ | 20,338         | 
|                  |  |                                      |   |  |                                       |   |        |        |  |   |                | 
|Interest Expense  |  | $                                    | - |  |                                       | $ | 4,378  |        |  | $ | 4,378          | 



Operating Gain (Loss)



Operating gain or loss is calculated as
our revenues less all of our operating expenses. Our operating (loss) for the six months period ended June 30, 2012 was ($135,563)
or (100%) of net revenue as compared to an operating loss of ($49,214) or (8.5%) of net revenue for comparable period in 2011,
an increase of $86,349. This increase in operating loss was primarily as a result of a decrease in gross profits as well as an
increase of operating expense.



8







ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



As of June 30, 2012, we had cash and cash
equivalents of $1,329 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, 2012, we had no outstanding balance 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, 2012, 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 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.



9







ITEM 1A. RISK FACTORS



Not Required for Smaller Reporting Companies.



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



None



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5. OTHER INFORMATION



None



ITEM 6. EXHIBITS



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



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



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      | NORTHEAST AUTOMOTIVE HOLDINGS, INC.
|--------------------- | -----------------------------------
|                      |                                    
|Date: August 20, 2012 | By:                                
|                      |                                    
|                      |                                    



10