Unassociated Document

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 March 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Commission file number:

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

2174 HEWLETT AVENUE, SUITE 206

MERRICK, NY 11566

(Address of Principal Executive Offices)

(Zip Code)

(516) 377-6311

(Registrant’s Telephone Number including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer o Accelerated filer o 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 o Nox

State the number of shares outstanding of each of the issuer’s classes of common equity as of May 14, 2008: 16,618,586 shares of common stock

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

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.

BALANCE SHEETS

	March 31,			December 31,
ASSETS	2008			2007
	(unaudited)
Current Assets:
Cash	$	538,343		$	328,658
Inventory (Note 4)		4,544,619			4,804,127
Accounts receivable		659,001			829,498
Total Current Assets		5,741,963			5,962,283

Equipment, net (Note 5)		25,960			23,464
Other assets (Note 6)		16,511			26,153

TOTAL ASSETS	$	5,784,434		$	6,011,900

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	324,725		$	298,168
Note payable to bank (Note 7)		100,000			100,000
Credit line (Note 7)		471,005			849,842
Demand loans payable (Note 7)		1,873,790			1,816,576
Credit Card loan payable (Note 7)		193,154			173,299
Due to stockholders (Note 7)		1,832,316			1,605,707
Accrued expenses		296,731			361,367
Payroll taxes withheld and accrued		14,734			152,645
Total Current Liabilities		5,106,455			5,357,604

Commitments and contingencies (Note 12)		-			-

Stockholders' equity
Preferred stock, .0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock, .0001 par value, 300,000,000 shares authorized, 26,618,586 shares issued and outstanding March 31, 2008and December 31, 2007		2,662			2,662
Additional Paid in Capital		3,455,255			3,455,255
Deficit		(2,778,762	)		(2,802,445	)
		679,155			655,472
Less: Treasury stock (200,000 common shares)		(1,176	)		(1,176	)
Total Stockholders' Equity		677,979			654,296

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,784,434		$	6,011,900

See Notes to Financial Statements

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three			Three
	Months			Months
	Ended			Ended
	March 31,			March 31,
	2008			2007
	(unaudited)			(unaudited)

Net sales	$	18,259,490		$	20,410,755

Cost of sales		17,809,106			19,813,047

Gross profit		450,384			597,708

Operating expenses:
Officers salaries		121,688			162,823
Interest expense		89,698			79,548
Selling, general and administrative		214,014			223,145
Total operating expenses		425,400			465,516

Profit (Loss) from operations		24,984			132,192

Interest Income		-			-

Income taxes (Note 11)		1,300			14,542

Net profit (loss)	$	23,684		$	117,650

Net loss per share basic and diluted	$	(0.00	)	$	0.00

Weighted average number of shares outstanding		26,618,586			26,618,586

See Notes to Financial Statements

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

	Three Months			Three Months
	Ended			Ended
	March 31, 2008			March 31, 2007
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit	$	23,684		$	117,650
Adjustments to reconcile net profit to net cash used by operating activities:
Depreciation and amortization		851			-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		170,497			(693,433	)
(Increase) decrease in inventory		259,508			222,664
(Increase) decrease in other assets		9,642			6,439
Increase (decrease) in accounts payable		26,557			35,855
Increase (decrease) in accrued expenses		(64,636	)		266,743
Increase (decrease) in payroll taxes		(137,911	)		(165,014	)
Total adjustments		263,657			(326,746	)
CASH PROVIDED (USED) BY OPERATING ACTIVITIES		288,192			(209,096	)

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		2,196,833			2,271,735
Repayment of line of credit		(2,575,670	)		(2,080,330	)
Proceeds of stockholders loans		246,293			170,931
Repayment of stockholders loan		(19,685	)		(28,685	)
Proceeds of demand loans		257,214			112,245
Repayment of demand loans		(200,000	)		-
Proceeds/(Repayments) on credit card loan		19,855			(1,916	)
CASH PROVIDED (USED)BY FINANCING ACTIVITIES		(75,160	)		443,980

NET INCREASE (DECREASE) IN CASH		209,685			234,884

CASH
Beginning of year		328,658			188,037

End of period	$	538,343		$	422,921

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Income tax payments	$	-		$	-
Interest payments	$	89,698		$	79,548

See Notes to Financial Statements.

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

(Amounts and Disclosures at and for the Three Months Ended March 31, 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, and 7 years for furniture and fixtures.

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 Standards

Recently issued accounting standards adopted by the Company during 2008 and 2007 did not have an impact on its consolidated results of operations, financial position or cash flows.

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 March 31, 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 Three Months Ended March 31, 2008 and 2007 are unaudited)

NOTE 3 - ACCOUNTS RECEIVABLE

	March 31,		December 31,
	2008		2007

Accounts receivable	$	659,001	$	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:	March 31,		December 31,
	2008		2007

Automobiles purchased for resale	$	4,544,619	$	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:	March 31,			December 31,
	2008			2007
Equipment	$	4,243		$	4,243
Office equipment		7,673			4,327
Office furniture		25,148			25,148
Leasehold improvements		2,700			2,700
Total		39,764			36,418
Less: Accumulated depreciation		(13,804	)		(12,954	)
	$	25,960		$	23,464

NOTE 6 - OTHER ASSETS

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

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

(Amounts and Disclosures at and for the Three Months Ended March 31, 2008 and 2007 are unaudited)

NOTE 7 - NOTES AND LOANS PAYABLE


	March 31,		December 31,
	2008		2007
Line 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.	$	471,005	$	849,842

Note 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		100,000

9% convertible demand notes -The 9% 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, are convertible at $0.25 per share. Interest is payable monthly.		700,000		700,000

9% unsecured demand notes payable. Interest is payable monthly.		1,173,790		1,116,576

Credit 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%.		193,154		173,299

Due to stockholders - The stockholder loans are unsecured, pay interest at 9% per annum, are subordinated to the bank loan and have no specific terms of repayment.		1,832,316		1,605,707
	$	4,470,265	$	4,545,424

NOTE 8 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2008 and March 31, 2007, the Company paid $20,000 and $40,000 respectively to the President's wife for administrative services.

NOTE 9 - 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 10 - OFF BALANCE SHEET RISK

Included in the accompanying balance sheet is inventory of used automobiles at a carrying value of $4,544,619 as of March 31, 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.

NOTE 11- SUBSEQUENT EVENTS

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. In addition, in consideration for this Agreement, the Holder hereby agrees to cancel 10,000,000 of the Holders’ 15,000,000 Common Shares.

In exchange and in consideration for the cancellation of the 10,000,000 Common Shares and 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.

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”).

Pursuant to Rule 14c-2 under the Exchange Act, the reverse stock split shall not be effective until a date at least twenty (20) days after the date on which a definitive schedule 14c-2 has been mailed to the Stockholders. No adjustment has been made in the financial statements for the reverse stock split.

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 March 31, 2008 and March 31, 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 March 31, 2008 and March 31, 2007.

	Three Months ended March 31,
	2008			2007
Percentage of net revenues:
Net revenues		100	%		100	%
Cost of revenues		97.5	%		97.1	%
Gross profit		2.5	%		2.9	%

Sales, general and administrative expenses		1.2	%		1.1	%
Other operating expenses		1.2	%		1.2	%
Total operating expenses		2.4	%		2.3	%
Profit Loss from operations		0.1	%		0.6	%

Revenues

Revenue for the three month period ended March 31, 2008 were $18,259,490 a decrease of $2,151,265 or 10.5 % as compared to revenues for the three month period ended March 31, 2007 of $20,410,755. 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 March 31, 2008 we sold 1,215 vehicles at an average sales price of $15,028 as compared to 1,414 vehicles at an average sales price of $14,435 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 $17,809,106 or 97.5% of net revenues during the three month period ended March 31, 2008 as compared to $19,813,047 or 97.1% for the comparable period in 2007, a decrease of $2,003,941 or 10.1%. Thus, our gross margin was 2.5% for the three month period ended March 31, 2008 as compared to 2.9% 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 March 31, 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 $214,014 for the three month period ended March 31, 2008 or 1.2% of net revenue as compared to $223,145 or 1.1% of net revenue for the comparable period in 2007, a decrease in such expenses of $9,131 or 4.1% The decrease in the ratio of SGA expenses to net revenue was primarily due to a decrease in operating expenses.

Other Expenses

Our combined expenses for officers salaries and interest was $211,386 for the three month period ended March 31, 2008 or 1.2 % of net revenue compared to the comparable period in 2007 when such expenses were $242,371 or 1.2% 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 March 31, 2008		Three Month Period Ended March 31, 2007		Change			Percent Change
Officers Salaries	$	121,688	$	162,823		($41,135	)		(25.3	%)
Interest Expense	$	89,698	$	79,548	$	10,150			12.8	%

Operating Gain (Loss)

Operating gain or loss is calculated as our revenues less all of our operating expenses. Our operating gain for the three month period ended March 31, 2008 was $24,984 or 0.1% of net revenue as compared to an operating gain of $132,192 or 0.6% of net revenue for comparable period in 2007, a decrease of $107,208. This decrease in operating gain was primarily as a result of a decrease in gross revenues which was greater than the increase of operating expense.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2008, we had cash and cash equivalents of $538,343 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 March 31, 2008, we had an outstanding balance of $471,005 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 March 31, 2008, we had an outstanding balance of $100,000 on a bank revolving credit facility which bears interest at a variable rate equal to prime plus 1.0%.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 90 days of the filing date of this report. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of March 31, 2008, the Company’s disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Limitations on the Effectiveness of Internal Controls

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

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

The Company is subject to various risks, including the risks described below. The Company’s business, operating results, and financial condition could be materially and adversely affected by any of these risks. Additional risks not presently known to the company or that the Company currently deems immaterial may also impair the business and its operations.

Economic Conditions and Gasoline Prices May Affect Sales. In the normal course of business, the Company is subject to changes in general or regional U.S. economic conditions, including, but not limited to, consumer credit availability, consumer credit delinquency and default rates, interest rates, gasoline prices, inflation, personal discretionary spending levels, and consumer sentiment about the economy in general. Any significant changes in economic conditions could adversely affect consumer demand and/or increase our costs resulting in lower profitability for the Company. In addition, our transportation costs are partially tied to the cost of gasoline and any additional increases to the cost of gasoline may increase our costs and may result in lower profitability.

Our Business is Highly Competitive. The reselling of late model used vehicles is a highly competitive business. The Company’s competition includes publicly and privately owned franchised new car dealers and independent dealers, as well as millions of private individuals. The company’s competitors may sell the same or similar makes of vehicles that the Company offers in the same or similar markets at competitive prices. Further, new entrants to the market could result in increased wholesale costs for used vehicles and lower-than-expected vehicle sales and margins. Additionally, competition on vehicle sales is increasing as these products are now being marketed and sold over the Internet. Customers are using the Internet to compare pricing for cars and related financing, which may further reduce the Company’s profitability.

Retail and Wholesale Prices May Vary Depending Upon Factors Beyond the Company’s Control. Any significant changes in retail or wholesale prices for used and new vehicles could result in lower sales and margins for the Company. If any of the Company’s competitors seek to gain or retain market share by reducing prices for used vehicles, the Company would likely reduce its prices in order to remain competitive, which may result in a decrease in its sales and profitability and require a change in its operating strategies.

There are Risks Associated with Purchasing Inventory. A reduction in the availability or access to sources of inventory would adversely affect the Company’s business. A failure to adjust the price that the Company offers to purchase vehicles from sellers to stay in line with market trends, or a failure to recognize those trends, could negatively impact the Company’s ability to acquire inventory.

We are Highly Dependant Upon Our Management and Workforce. The Company’s success depends upon the continued contribution of its corporate management team. Consequently, the loss of the services of key employees could have a material adverse effect on the Company’s results of operations. In addition, in order to expand the Company’s business, the Company will need to hire additional personnel. The market for qualified employees in the industry and in the regions in which the Company operates is highly competitive and may subject the company to increased labor costs during periods of low unemployment.

We are Dependant Upon Our Information Systems. The Company’s business is dependent upon the efficient operation of its information systems. In particular, the Company relies on its information systems to effectively manage its sales, inventory and customer information. The failure of the Company’s information systems to perform as designed or the failure to maintain and continually enhance or protect the integrity of these systems could disrupt the Company’s business, impact sales and profitability, or expose the Company to customer or third-party claims.

Our Availability to Capital May Vary. Changes in the availability or cost of capital and working capital financing, including the availability of long-term financing to support development of the Company, could adversely affect the company’s growth and operating strategies. Further, the Company’s current credit facilities contain certain financial covenants and the Company’s future credit facilities may contain covenants and/or performance triggers. Any failure by the Company to comply with these covenants and/or performance triggers could have a material adverse effect on the Company’s business.

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

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

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

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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

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

SIGNATURES

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


NORTHEAST AUTOMOTIVE HOLDINGS, INC.

Date: May 14, 2008	By:	/s/ William Solko
		William Solko, Chief Executive Officer and Chief Financial Officer



Date: May 14, 2008	By:	/s/ William Solko
		William Solko Chief Executive Officer and Chief Financial Officer


Dated: May 14 , 2008	By:	/s/ William Solko
		William Solko, Chief Executive Officer and Chief Financial Officer