UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K-A

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

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

For 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 No.)

2174 Hewlett Avenue, Merrick, New York	11566
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 377-6311

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered under Section 12(g) of the Exchange Act:
Class A Common Stock, par value $.0001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o	Accelerated Filer o

Non-Accelerated Filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

State issuer’s revenues for its most recent fiscal year. $43,015,451

The aggregate market value of common stock held by non-affiliates of the Registrant on April 14, 2009 based on the closing price on that date of $0.06 on the Over the Counter Bulletin Board was $19,240. For the purposes of calculating this amount only, all directors, executive officers and shareholders owning in excess of ten percent (10%) of the Registrant’s outstanding common stock have been treated as affiliates.

Number of shares of the registrant’s common stock outstanding as of April 15, 2009: 554,017 shares of Common Stock.

Explanatory Note: This amended Form 10-K is being filed to update the Notes to the financial statements and to provide additional disclosure to the Management Discussion & Analysis of Financial Condition and Plan of Operations section.

TABLE OF CONTENTS

		Pg
Part I

Item 1.	Business.	3

Item 1A	Risk Factors	7

Item 1B	Unresolved Staff Comments	8

Item 2.	Properties	8

Item 3.	Legal Proceedings.	9

Item 4.	Submission of Matters to a Vote of Security Holders.	9

Part II

Item 5.	Market for Common Equity and Related Stockholder Matters, and issuer Purchases of Equity Securities.	9

Item 6	Selected Financial Data	9

Item 7.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations.	9

Item 7A	Quantitative and Qualitative Disclosures About Market Risk	15

Item 8.	Financial Statements.	F-1

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	16

Item 9A.	Controls and Procedures.	16

Item 9B.	Other Information.	16

Part III

Item 10.	Directors, Executive Officers, of the Registrant.	17

Item 11.	Executive Compensation.	18

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	19

Item 13.	Certain Relationships and Related Transactions and Director Independence.	20

Item 14.	Principal Accountant Fees and Services	20

Part IV

Item 15.	Exhibits and Financial Statement Schedules	20

Signatures		21

Except as otherwise required by the context, all references in this prospectus to "we", "us”, "our", or "Company" refer to the operations of Northeast Automotive Holdings, Inc., a Nevada corporation.

"NAAC" and “NEAA” are trademarks and service marks of Northeast Automotive Holdings, Inc. (Formerly Northeast Auto Acceptance Corp.). All other trademarks, service marks or trade names referred to in this Registration Statement on Form 10 ("Registration Statement") are the property of their respective owners. Except as otherwise required by the context, all references in this Registration Statement to (a) "we," "us," "our," the “Company” or "NEA" refer to the consolidated operations of Northeast Auto Acceptance Corp., a Florida corporation, and its wholly-owned subsidiary, Northeast Auto Acceptance Corp., a New York corporation and (b) "you" refers to prospective investors in our common stock and other readers of this Registration Statement.

PART I

Item 1.

Business

BACKGROUND

Northeast Automotive Holdings, Inc., (the “Company”), was incorporated on October 12, 2007 in the State of Nevada. Pursuant to an Agreement and Plan of Merger with Northeast Auto Acceptance Corp., a Florida Corporation (“NEAA-FL”) in November 2007, we acquired title to all property owned by NEAA-FL including its wholly owned subsidiary Northeast Auto Acceptance Corp., a New York Corporation (“NEAA-NY”). All of our operating business is currently conducted through our subsidiary,NEAA-NY, and our principal executive offices are located at 2174 Hewlett Avenue, Suite 206, Merrick, New York 11566. Our telephone number at this address is (516) 377-6311.

OUR BUSINESS

The Company currently seeks to exploit its 12 years of experience in the wholesale automobile industry and the inefficiencies and geographic differences in the used vehicle market by purchasing high quality, late model used vehicle 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.

During our last audited year, which ended December 31, 2008, we had total revenue of $43,029,332 and a net (loss) of ($1,114,312).

We typically purchase vehicles from two types of sellers: institutional sellers and dealers. Institutional sellers include vehicle manufacturers and their captive finance arms, banks, vehicle finance companies, credit unions, other financial institutions, vehicle rental companies, commercial fleets and fleet management/licensing companies. Selling dealers include licensed franchised, independent and wholesale vehicle dealers. We deal only with wholesale sellers and buyers and do not buy from or sell to individuals. In addition, we do not purchase or sell scrap vehicles.

As a principal in each transaction, we take title to, and ownership of, the vehicles we purchase. We generally earn revenue from reselling the used vehicles to dealers in other geographic regions at a higher price than we paid to purchase the vehicles.

Our vehicles are purchased from institutional sellers and dealers located within a limited geographic area, specifically, the Northeastern United States. We currently resell all of these vehicles at wholesale vehicle auctions in the Pacific Northwest. On a weekly basis, we hire various third party automobile transporters to ship our vehicles from the East coast where they are purchased to wholesale auctions in the Pacific Northwest.

Generally speaking, we do not own a vehicle for more than an average of 14 days since our goal is to transport and then quickly sell, at a profit, the vehicles we purchase from sellers.

Although our business is not seasonal in nature, we do attempt to take advantage of how seasonal tastes affect the buying habits of consumers. For example, prior to the spring months we attempt to purchase a greater number of sport vehicles since consumer demand for sports models increases in the spring and summer months. Likewise, prior to the winter months, we attempt to purchase more SUVs to meet the greater consumer demand in the winter months. In addition, the prices of certain kinds of used vehicles fluctuate with the season. For example, the prices of SUVs rise prior to the winter months and drop after the winter ends.

INDUSTRY OVERVIEW

With calendar year 2004 sales of approximately $367 billion, used vehicles make up nearly half of the U.S. auto retail market, the largest retail segment of the economy. In calendar 2004, there were an estimated 42.5 million used vehicles sold compared with 16.9 million new vehicles, of these vehicles approximately 9,666,000 were sold at auction, according to the National Auto Auction Association. Our primary focus, late-model vehicles that are one to six years old, is estimated at approximately $265 billion in annual sales and 20 million units per year.

The demand for used vehicles purchased at auction is driven by the retail demand for used vehicles. Dealers in the United States sold approximately 29.5 million used vehicles in 2002, which accounts for approximately 69% of the total used vehicle sales in the United States. The demand for used vehicles has grown due to the increase in the number of households that have more than one vehicle, improvements by manufacturers to the quality of vehicles that have extended vehicle lifespan and made used vehicles a more attractive option for retail vehicle buyers and the affordability of used vehicles relative to new vehicles.

To satisfy this large demand for used vehicles, car dealers that sell used vehicles utilize various sources of supply to stock their inventory, including trade-ins from customers on new and used vehicle purchases, purchases from other dealers, wholesalers, individuals or other entities. It has been our experience that used vehicle dealers are increasingly relying upon wholesale used vehicle auctions, such as the auctions where we primarily sell our vehicles, as a way to purchase high quality used vehicles and this has resulted in an increase in the number of used vehicles sold annually at auctions and an increase in the attendance at auctions by used vehicle dealers.

OUR SALES AND DISTRIBUTION METHODS

We attempt to have a sales cycle of as little as ten days starting with our purchase of a vehicle, transporting it to auction, reselling it at a profit and our receipt of full payment from the buyer. On a continual basis, we purchase used vehicles in the Northeast and transport and sell them in the Pacific Northwest. In doing so, we seek to exploit a continual inefficiency in the used vehicle market. That is, the supply of high quality, late model used cars is more limited in the Pacific Northwest as compared to the Northeast, resulting in substantially higher wholesale prices. This anomaly in the used vehicle market is largely a factor of the Northeast’s larger population which results in a greater number of cars being bought, sold and leased in the Northeast. The increased number of used vehicles sold in the wholesale market in the Northeast tends to create lower wholesale prices than would be paid for the same used vehicle in the Pacific Northwest.

We purchase used vehicles from one of two broad categories of wholesale sellers: institutions and dealers. We do not purchase vehicles directly from private sellers. The majority of the vehicles we buy are purchased from institutional sellers and dealers located within a limited geographic area, specifically, the Northeastern United States. When we purchase vehicles from institutional sellers, the purchases are most commonly made utilizing a wholesale vehicle auction as a middleman, although, at times, we do purchase directly from institutional sellers.

Institutional sellers include vehicle manufacturers and their captive finance arms, banks, vehicle finance companies, credit unions, other financial institutions, vehicle rental companies, commercial fleets and fleet management/licensing companies. The vehicles we purchase from these sellers include vehicles that have come off lease, repossessed vehicles, rental and other program fleet vehicles that have reached a predetermined age or mileage at which time they are automatically repurchased by manufacturers and vehicles purchased by dealers as trade-ins from consumers. Our most important sellers are the captive finance arms of automobile manufacturers such as GMAC and Ford Motor Credit.

We also purchase cars from selling dealers which include licensed franchised, independent and wholesale vehicle dealers. Most of the vehicles we purchase from selling dealers were acquired by the dealers as trade-ins towards the purchase of a new vehicle since many new car dealers find it more efficient to sell trade-in vehicles to wholesale dealers like us than to offer the vehicles in their own used car departments.

Our management has extensive experience in selecting used vehicles for purchase. Prior to purchase, we learn about the availability of our used vehicles being sold by institutional sellers, directly from the sellers, either via their Web sites or from lists they provide to us. We use a combination of industry guidebooks and management’s experience in determining what the proper price to bid for and purchase a used vehicle. Once we successfully bid on a vehicle, we use third party contractors to inspect the vehicles for substantial defects and we reserve the right to reject the purchase of any vehicle showing substantial defects.

Currently, we purchase vehicles, on a monthly basis, through six (6) auction houses, which each comprise over ten percent (10%) of our purchases, namely, Skyline Auto Exchange, Southern Auto Auction , ADESA Boston Auto Auction , NADE (National Auto Dealers Exchange) , ADESA New Jersey Auto Auction and Manheim Auto Auction. It should be noted that we are not dependant upon any one auction house for our purchases, since in the event that any particular auction house should go out of business, the sellers utilizing such auction house would shift to other auctions. We currently utilize a revolving line of credit of up to $975,000 provided by Manheim Automotive Financial Services, Inc., an affiliate of Manheim Auto Auction, Inc. (“Manheim”). Pursuant to such line of credit, which is designed specifically for the purchase of vehicles from Manheim, we are obligated to repay each advance against the line of credit in no more than 21 days after it is advanced to the Company. The Manheim line of credit also contains several other material terms, specifically, the loan is secured against vehicles purchase with the funds, we have agreed to maintain reasonable amount of adequate cash necessary to operate our business and we have agreed not to make any material changes in our business or material change in our capital structure.

The current focus of our sales activity is the sale of our vehicles at wholesale auctions located in the Pacific Northwest. On a weekly basis, we hire various non-union, third party automobile shippers to transport our vehicles to wholesale auctions in the Pacific Northwest. We utilize the services of established third party vehicle shippers that take our vehicles from the New York metropolitan area and ship them to the Pacific Northwest on our behalf. We have non-exclusive arrangements with these shipping companies and we regularly contract with several different transporters.

The average time it takes to ship a vehicle is five days. Our shipping costs are partially dependant on the price of fuel and may rise or fall depending upon the then-current fuel costs at any point in time and as of December 31, 2008, our average cost to ship a vehicle is $768 per vehicle. Once our vehicles are shipped to the third party auction locations, they are cleaned and minor repairs, if necessary, are made by third party contractors who are provided by the auction houses as add-on services available to all of its sellers.

We utilize third party wholesale used vehicle auctions for almost all of our sales and they are a key element in our business. Auctions serve as a real-time independent marketplace for the industry and efficiently transfer ownership and title, administer the flow of funds between sellers and buyers of vehicles and facilitate the storing, transporting, reconditioning and selling of vehicles.

By selling at wholesale auctions, we help assure that we receive the highest possible prices for our vehicles in an efficient marketplace and we help assure that we can quickly sell the vehicles we purchase. Equally important, auctions assure payment from buyers by escrowing title until payment is received, so that the Company’s credit risk on vehicle sales is substantially reduced.

We believe that auctions are the best means of transferring ownership of used vehicles based on the short time-to-cash cycle auctions offer, the low cost of utilizing auctions as a percent of the gross market value of the vehicles placed at auction and the relative transparency of the auction process. As a result, auctions offer a large and liquid market resulting in true real time market prices for each vehicle sold.

Growth Strategy

We are pursuing strategic initiatives that are designed to capitalize on our underlying business strengths, grow our business and improve our profitability. Key elements of our growth strategy include:

Growing vehicle sales volume. We expect to grow our business by capitalizing on the increasing volume of used vehicles purchase and sold annually. We intend to increase vehicle volume from existing institutional customers and to add new accounts by increased marketing efforts and through the acquisition of smaller competitors.

Identifying new markets. We expect to expand our resale efforts from the Pacific Northwest to other geographic markets within the United States where we can identify similar market inefficiencies and where the supply of high quality, late model used vehicles is limited.

Acquisitions of Smaller Competitors. We have a large number of smaller competitors whose sales volume is less than ours, but who have established relationships with dealers with whom we do not currently do business. We plan on either acquiring one or more of these smaller competitors or entering into other relationships with such companies which allows us to take advantage of their existing relationship.

Optimizing profit per vehicle sold. In 2008, we had a net (loss) per car sold of ($371.19). We plan to increase our average profit per car by negotiating better terms from sellers and by reducing transportation costs through greater volume commitments to shippers and through the possible utilization of railroad shipping for vehicles which are now available to us due to the larger number of vehicles that we now ship.

COMPETITIVE STRENGTHS

We believe that the following key competitive strengths are critical to our continuing success:

Experienced management team. The members of our senior management team have an average of 18 years of experience in the auto industry and have successfully grown our company to become a leader in the wholesale used vehicle market. Our management team has accomplished this by implementing a disciplined strategy of selective vehicle purchases and increasing sales. Over the past several years, our management team has demonstrated its ability to efficiently and successfully integrate both large and small acquisitions of used vehicles and has increased the number of vehicles bought and sold annually.

Established relationships with diversified customer base. Since the supply of high quality used vehicles is limited, our long standing business relationships with institutional sellers and our ability to quickly close and pay for purchases are a strong competitive advantage. We have established strong business relationships with selling dealers and institutional customers, such as vehicle manufacturers, financial institutions, rental agencies and fleet companies. Our customer base is primarily comprised of repeat customers, which allows us to reduce the amount of time required to close a purchase or sale and allows us access to dealer and institutional vehicles for sale which would not be available to less established competitors. Due to the diversity of our customer base, we do not have a major concentration of business with any one customer on either the buy or sale side of a transaction. In fact, none of sellers from which we purchase vehicles, accounts for more than 10% of our purchasing volume and no one purchaser of our vehicles accounts for 10% or more of our selling. This diversity also allows us to better withstand changes in the economy and market conditions. Our sales and marketing team seeks to foster and maintain strong relationships with our customers through frequent contact and customer service. These open lines of communication allow us to be more responsive and timely in meeting our customers' needs and goals, regardless of the size of their portfolio of vehicles.

Experienced Administrative Staff . We have developed streamlined administrative services which handle title processing and administrative paperwork resulting in lower administrative costs, greater efficiency and reduced turnaround times for vehicles we purchase and sell.

COMPETITION

All aspects of the automotive industry are highly competitive. We regularly compete for the purchase of used vehicles with small and large dealers and other wholesalers. At our auctions, we compete with numerous other sellers of used vehicles including the same types of sellers from whom we purchase vehicles.

INTELLECTUAL PROPERTY PROTECTION

We regard the protection of our service marks, trademarks and trade secrets as critical to our future success and rely on a combination of trademark, service mark and trade secret laws and contractual restrictions to establish and protect our proprietary rights in our services. Although we do not believe that we infringe the proprietary rights of third parties, there can be no assurance that third parties will not claim infringement by us with respect to past, current or future services.

GOVERNMENTAL REGULATION

In addition to the laws and regulations which apply to all businesses, our operations are subject to regulation, supervision and licensing under various state and local statutes and regulations applicable to wholesale used vehicle dealers. We are licensed by the New York State Department of Motor Vehicles as a wholesale motor vehicles dealer and by the New Jersey Department of Motor Vehicles as an automobile leasing company. The cost of compliance with all such regulations is minimal.

Since we sell automobiles and are not engaged in manufacturing, we did not spend any material amounts on compliance with environmental laws.

EMPLOYEES

As of December 31, 2008, we had five full and part time employees, including two in Sales and Support and three in Administration. In addition, we have on-going relationships with six contactors who work as sales representatives for the Company. Although talented and qualified employees are difficult to find in the current tight job market, we have experienced relative success in attracting and retaining highly motivated and talented employees.

We believe that the future success of the Company will depend in part on our continued ability to attract, integrate, retain and motivate highly qualified sales and managerial personnel, and upon the continued service of our senior management. The competition for qualified personnel in our industry and geographical location is intense, and there can be no assurance that we will be successful in attracting, integrating, retaining and motivating a sufficient number of qualified personnel to conduct our business in the future. From time to time, we also employ independent contractors to support our marketing and sales organization. We have never had a work stoppage, and no employees are represented under collective bargaining agreements. We consider our relations with our employees to be good.

SUBSIDIARIES

We have one subsidiary, Northeast Auto Acceptance Corp., a New York corporation, which was incorporation in 1996 and is a wholly-owned subsidiary of Northeast Automotive Holdings, Inc. (Formerly Northeast Auto Acceptance Corp.), a Nevada corporation. All of our operating business is handled by our New York subsidiary and information contained herein regarding the business of the Company reflects the operating business of our New York subsidiary.

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 contains 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 2009.

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.

We will be subject to substantial and growing competition in all aspects of our business. Barriers to entry to the asset management business are relatively low, and our management anticipates that we will face a growing number of competitors. Although no one company dominates the asset management industry, many companies are larger, better known and have greater resources than we do.

We will compete against an ever-increasing number of investment dealers, banks, insurance companies, trust companies and others that offer investment advice and trust services. In short, the competitive landscape in which we will operate is both intense and dynamic and there can be no assurance that we will be able to compete effectively in the future.

Patent and Trademarks

We currently do not own any patents, trademarks or licenses of any kind and therefore we have no protected rights with respect to our services.

Governmental Regulations

We have not yet received regulatory approval to provide our services. However, we will seek the necessary approvals from any governmental agencies required to conduct our business prior to commencing operations.

We will operate in a highly regulated environment and be subject to extensive supervision and examination. As a chartered trust company, we would be subject to state rules and regulations and supervision by the State Department of Banking in which we will operate. These laws are intended primarily for the protection of clients and creditors, rather than for the benefit of investors and generally provide for and regulate a variety of matters, such as minimum capital maintenance requirements; restrictions on dividends; restrictions on investments of restricted capital; lending and borrowing limitations; prohibitions against engaging in certain activities; periodic examinations by the office of the Department of Banking Commissioner; furnishing periodic financial statements to the Department of Banking Commissioner; fiduciary record-keeping requirements; and sometimes prior regulatory approval for certain corporate events (such as mergers, sale/purchase of all or substantially all of the assets and transactions transferring control of a trust company).

We may also be subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to the related regulations, insofar as we are a “fiduciary” under ERISA with respect to some of our clients. ERISA and applicable provisions of the Code impose certain duties on persons who are fiduciaries under ERISA or who provide services to ERISA plan clients and prohibit certain transactions involving ERISA plan clients.

We may also be subject to other regulatory agencies including the Securities and Exchange Commission. Our failure to comply with any of these regulatory requirements could have a material adverse effect on us.

ITEM 1B. Unresolved Staff Comments

Not applicable

Item 2.

Properties

Our executive offices are located at 2174 Hewlett Avenue, Suite 206, Merrick, New York 11566. The Company rents office space on a month-to-month basis. Rent expense was approximately $7,200 for 2007. At December 31, 2007, future minimum lease payments were $2,800 for 2008. We believe that these spaces are sufficient and adequate to operate our current business.

Item 3.

Legal Proceedings.

The Company is not a party to any pending or threatened legal proceedings.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

P ART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.

Market Information

Our common stock is currently quoted on the Over the Counter Bulletin Board (“OTC BB”) under the symbol NEAU. There is a limited trading market for our common stock. The low and high share price between September 2008 and December 2008 was $0.08 and $1.05.

Dividends

Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.

Recent Sales of Unregistered Securities

None.

Item 6.

Selected Financial Data

Not Applicable

Item 7.

Management’s Discussion and Analysis or Plan of Operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS

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, 2008, the unaudited interim Condensed Consolidated Financial Statements and related Notes included in Item I of this Report on Form 10-Q ("Form 10-Q") and the Company's other SEC filings and public disclosures.

This Form 10-K 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 I, Item 1b. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-K.

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 2008, 2007 and 2006 nor any proposed standards will have an impact on its consolidated results of operations, financial position or cash flows.

For the Year Ended December 31, 2008, 2007, and 2006

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 year ended December 31, 2008, 2007, and 2006.

ANNUAL RESULTS OF OPERATIONS	Years Ended December 31
	2008						2007						2006
(In thousands)	Amount			%			Amount			%			Amount		%
Net Revenues	$	43,015			100.00	%	$	73,704			100.00	%	$	71,318		100.00	%
Cost of Revenues		42,796			99.49	%		72,124			97.86	%		69,398		97.31	%
Gross Profit		220			0.51	%		1,580			2.14	%		1,920		2.69	%
Sales, general and administrative expenses		724			1.68	%		825			1.12	%		818		1.15	%
Other operating expenses		642			1.49	%		946			1.28	%		1,067		1.50	%
Total operating expenses		1,366			3.18	%		1,771			2.40	%		1,885		2.64	%
Profit (loss) from operations	$	(1,147	)		(2.67	)%	$	(191	)		(0.26	)%	$	35		0.05	%

Revenues

Revenue for the year ended December 31, 2008 were $43,015,415, a decrease of $30,688,578 or 41.6% over revenues for the year ended December 31, 2007 of $73,704,029. The decrease in revenue was a result of a decrease in the number of vehicles we sold in the year 2008 over 2007. Specifically, in the year ended December 31, 2008, we sold 3,002 vehicles at an average sales price of $14,329 as compared to 4,871 vehicles at an average sales price of $15,131 during the comparable period in 2007. The sharp decrease in revenues was due to a dramatic slowdown in the auto industry in 2008. As gas prices rose steadily, we experienced a significant drop in demand for used vehicles. Sales of light trucks and sport utility vehicles, our core product, dropped sharply. As dealers nationwide scrambled to sell off their light truck and SUV inventory, prices plummeted. This led to a glut of these types of vehicles in the market and a further erosion of vehicle values. For the first time since the formation of our company, we saw little demand for these vehicles. We expended tremendous amounts of time and energy attempting to market our existing obsolete inventory, which prevented us from buying and selling new inventory which would have offset the dramatic drop in revenues we reported.

Revenue for the year ended December 31, 2007 were $73,704,029, an increase of $2,386,137 or 3.3% over revenues for the year ended December 31, 2006 of $71,317,892. The increase in revenue was a result of an increase in the number of vehicles we sold in the year 2007 over 2006. Specifically, in the year ended December 31, 2007 we sold 4,871 vehicles at an average sales price of $15,131 as compared to 4,707 vehicles at an average sales price of $15,151 during the comparable period in 2006

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 was $42,795,611 or 99.5% of net revenues during the year ended December 31, 2008, a decrease of $29,328,452, as compared to $72,124,063 or 97.9% for the comparable period in 2007. Thus, our gross margin was 0.51% for the year ended December 31, 2008 as compared to 2.14 % for the comparable period in 2007. The decrease in our cost of revenue is attributable to a decrease in the number of the vehicles sold during the year ended December 31, 2008 as compared to the comparable period in 2007. The decrease in the number of units sold was the result of higher fuel prices, which led to a dramatic drop in demand for our core product, light trucks and sport utility vehicles.

Cost of revenues was $72,124,063 or 97.9% of net revenues during the year ended December 31, 2007, an increase of $2,726,366, as compared to $69,397,697 or 97.3% for the comparable period in 2006. Thus, our gross margin was 2.14% for the year ended December 31, 2007 as compared to 2.69 % for the comparable period in 2006. The increase in our cost of revenue is attributable to an increase in the number of the vehicles sold during the year ended December 31, 2007 as compared to the comparable period in 2006. The increase in the number of units sold was the result of an increase in demand for our core product, light trucks and sport utility vehicles.

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 $724,352 for the year ended December 31, 2008 or 1.68% of net revenue as compared to $825,454 or 1.12 % of net revenue for the comparable period in 2007, a decrease in such expenses of $101,102 or (12.25%). The decrease in the ratio of SGA expenses to net revenue was primarily due to a decrease in operating expenses. As the slowdown in the used vehicle industry took hold, we made every attempt to reduce our expenses wherever we saw fit. Most significantly, we reduced our workforce. This reduction included the elimination of full time salaried positions, as well as the termination of our relationship with certain subcontracted personnel.

The SGA expenses were $825,454 for the year ended December 31, 2007 or 1.12% of net revenue as compared to $817,601 or 1.14 % of net revenue for the comparable period in 2006, an increase in such expenses of $7,853 or 0.96%. The increase in the ratio of SGA expenses to net revenue was primarily due to an increase in operating expenses. Net revenues had increased 3.35% compared to SGA expenses increasing 0.96%.

Other Expenses

Our combined expenses for officers salaries, consulting fees and interest was $642,019 for the year ended December 31, 2008 or 1.49% of net revenue compared to the comparable period in 2007 when such expenses were $945,649 or 1.28% of net revenue. The decrease in such expenses is attributable to decreased officers’ salaries and interest expense.

Our combined expenses for officers salaries, consulting fees and interest was $945,649 for the year ended December 31, 2007 or 1.28% of net revenue compared to the comparable period in 2006 when such expenses were $1,067,211 or 1.50% of net revenue. The decrease in such expenses is attributable to decreased officers’ salaries and consulting fees while interest expense increased. The following table shows the changes in the components these expenses during the comparable periods.

ANNUAL OPERATING EXPENSES	Year Ended		Year Ended		Variance
	December 31, 2008		December 31, 2007		Amount			%

Sale, General and Administrative Expenses	$	724,352		825,454	$	(101,102	)		(12.25	)%
Officers Salaries		315,955		612,090		(296,135	)		(48.38	)%
Consulting Fees		20,000		-		20,000			-
Interest Expense		306,064		333,559		(27,495	)		(8.24	)%
Total Operating Expenses	$	1,366,371		1,771,103	$	(404,732	)		(22.85	)%

	Year Ended		Year Ended		Variance
	December 31, 2007		December 31, 2006		Amount			%

Sale, General and Administrative Expenses	$	825,454		817,601	$	7,853			0.96	%
Officers Salaries		612,090		634,022		(21,932	)		(3.46	)%
Consulting Fees		-		148,556		(148,556	)		-
Interest Expenses		333,559		284,633		48,926			17.18	%
Total Operating Expenses	$	1,771,103		1,884,812	$	(113,709	)		(6.03	)%

Operating Gain (Loss)

Operating profit (loss) from operations is calculated as our revenues less all of our operating expenses. Our operating profit (loss) for the year ended December 31, 2008 was ($1,146,311) or (2.67%) of net revenue as compared to an operating loss of ($191,137) or (0.26%) of net revenue for comparable period in 2007. This decrease in operating gain (shouldn’t this say increase in operating loss?) was primarily as a result of a decrease in gross revenues which were greater than the decrease of operating expense. Our operating loss was a direct result of losses we incurred due to the dramatic drop in the value of our inventory. This condition resulted from the rapid rise of fuel prices. 2008 was the first year in which we experienced a drastic decrease in the value of our inventory.

Operating profit (loss) from operations is calculated as our revenues less all of our operating expenses. Our operating profit (loss) for the year ended December 31, 2007 was ($177,689) or (0.02%) of net revenue as compared to an operating profit of $36,983 or (0.01%) of net revenue for comparable period in 2006.

For the Three Months Ended December 31, 2008 and December 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 December 31, 2008 and December 31, 2007.

QUARTERLY RESULTS OF OPERATIONS	Three Months ended December 31
	2008						2007
(In thousands)	Amount			%			Amount			%
Net Revenues	$	4,629			100.00	%	$	15,422			100.00	%
Cost of Revenues		4,956			107.06	%		15,346			99.50	%
Gross Profit		(327	)		(7.06	)%		77			0.50	%
Sales, general and administrative expenses		155			3.35	%		219			1.42	%
Other operating expenses		94			2.03	%		269			1.75	%
Total operating expenses		249			5.37	%		488			3.16	%
Profit (loss) from operations	$	(575	)		(12.43	)%	$	(411	)		(2.67	)%

Revenues

Revenue for the three month period ended December 31, 2008 were $4,629,155 a decrease of $10,793,123 or 69.98 % as compared to revenues for the three month period ended December 31, 2007 of $15,422,278. 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 December 31, 2008 we sold 330 (for year 2008 sold 3002 – 2008 10Q 9 month ) vehicles at an average sales price of $14,028 as compared to 1,010 vehicles at an average sales price of $15,270 during the comparable period in 2007. Despite a significant drop in the price of fuel, market conditions did not improve as we had hoped they would in the fourth quarter. Relief from high fuel prices was met with a further worsening of the economy in general. Our customer’s appetite for our product did not return, and we were unable to successfully implement our business strategies.

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 $4,955,906 or 107.06% of net revenues during the three month period ended December 31, 2008 as compared to $15,345,628 or 95.5% for the comparable period in 2007, a decrease of $10,793,123 or 69.98%. Thus, our gross margin was (7.06%) for the three month period ended December 31, 2008 as compared to 0.5% 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 September 30, 2008 as compared to the comparable period in 2007. Our cost of sales and gross profit margin were impacted by our inability to purchase and sell vehicles in an unstable used vehicle market. Supply of late model used vehicles outstripped demand in the fourth quarter, and we were unable to find new customers given a market that was so overly saturated.

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 $154,882 for the three month period ended December 31, 2008 or 3.35% of net revenue as compared to $218,509 or 1.42% of net revenue for the comparable period in 2007, a decrease in such expenses of $63,627 or (29.12%). The decrease in the ratio of SGA expenses to net revenue was primarily due to a decrease in operating expenses. We aggressively implemented cost saving measures in the fourth quarter of 2008 in an effort to reduce our operating expense. These measures included the elimination of full time positions, as well as the termination of our relationships with certain independent contractors.

Other Expenses

Our combined expenses for officers salaries, consulting fees and interest was $93,849 for the three month period ended December 31, 2008 or 2.03 % of net revenue compared to the comparable period in 2007 when such expenses were $269,308 or 1.75% of net revenue. The decrease in such expenses is attributable to decreased officers' salaries and interest expense and an increase in consulting fees in 2008. Given the challenges the company experienced in 2008, the company’s officers accepted a significant decrease in compensation in the third and fourth quarter of 2008 as compared to 2007. The following table shows the changes in the components of these expenses during the comparable periods.

QUARTERLY OPERATING EXPENSES	Three Months Ended				Variance
	December 31, 2008		December 31, 2007		Amount			%
Sale, General and Administrative Expenses	$	154,882		218,509	$	(63,627	)		(29.12	)%

Officers Salaries		34,756		174,756		(140,000	)		(80.11	)%

Consulting Fees		8,667		-		8,667			-

Interest Expense		50,426		94,552		(44,126	)		(46.67	)%

Total Operating Expenses	$	248,731		487,817	$	(239,086	)		(49.01	)%

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 December 31, 2008 was ($575,482) or (12.43%) of net revenue as compared to an operating loss of ($411,167) or (2.67%) of net revenue for comparable period in 2007, an increased loss of ($164,315). This decrease in operating profit was primarily as a result of a decrease in gross revenues which was greater than the decrease of operating expense. Our operating loss in the fourth quarter directly resulted from losses we incurred due to the dramatic drop in the value of our inventory. The devaluation of our inventory was the result of the rapid rise of fuel prices; these events prevented us from finding buyers for our product.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of our operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the amounts reported for assets, liabilities, revenue, expenses and the disclosure of contingent liabilities. A summary of our significant accounting policies is more fully described in Note 2 to our consolidated financial statements included elsewhere in this Registration Statement.

Our critical accounting policies are those that we believe are both important to the portrayal of our financial condition and results of operations and that involve difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The estimates are based on historical experience and on various assumptions about the ultimate outcome of future events. Our actual results may differ from these estimates in the event unforeseen events occur or should the assumptions used in the estimation process differ from actual results.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Securities and Exchange Commission released Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"). All of our revenue is generated from the sales of used vehicles. We recognize revenue only when one of vehicles is sold at auction to a buyer and upon the occurrence of either the title being transferred or when buyer assumes the responsibility of ownership such as the risk of loss.

Allowance for Doubtful Accounts

All of our vehicles are sold through wholesale auctions houses. The terms of the auction sales require that payment be received by the seller prior to the title being transferred to the purchaser. Thus, we receive payment upon the sale of each vehicle and therefore, we do not maintain an allowance for doubtful accounts on our financial statements.

Income Taxes

We account for income taxes in accordance with the asset and liability method 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.

Inventory

Inventory is stated at the lower of cost or market using the specific identification basis. Since we generally only own vehicles in our inventory for less than 14 days, we do not have to estimate the realizability of our inventory since it is generally 100% sold within 14 days.

Stock-Based Compensation

We do not maintain share-based incentive plans for our employees and have not granted any stock as compensation.

Recent Accounting Pronouncements

No other recently issued accounting standards adopted by the Company during 2006, 2005 and 2004 nor any proposed standards will have an impact on its consolidated results of operations, financial position or cash flows.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of December 31, 2008, we had cash and cash equivalents of $328,658 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 December 31, 2008, we had an outstanding balance of $69,856 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 December 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 8.

Financial Statements and Supplementary Data.

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2008

ORTHEAST AUTOMOTIVE HOLDINGS, INC.

INDEX

	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED BALANCE SHEETS	F-3

CONSOLIDATED STATEMENTS OF OPERATIONS	F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)	F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7-F-13

F-1

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Northeast Automotive Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Northeast Automotive Holdings, Inc. as of December 31, 2008 and 2007 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three year period ended December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Northeast Automotive Holdings, Inc. at December 31, 2008 and 2007 and the results of its operations, cash flows, and stockholders’ equity for each of the years in the three year period ended December 31, 2008 in conformity with accounting principles generally accepted in the in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit of $ 3,948,755 and a working capital deficiency of $502,192 at December 31, 2008. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Kempisty & Company

Certified Public Accountants PC

New York, New York

April 15, 2009

F-2

NORTHEAST AUTOMOTIVE HOLINGS, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash	$	934,118		$	328,658
Inventory (Note 4)		1,485,247			4,804,127
Accounts receivable		421,909			829,498
Total Current Assets		2,841,275			5,962,283

Equipment, net (Note 5)		21,698			23,464
Other assets (Note 6)		8,479			26,153

TOTAL ASSETS	$	2,871,452		$	6,011,900

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	159,040		$	298,168
Note payable to bank (Note 7)		100,000			100,000
Credit line (Note 7)		198,006			849,842
Demand loans payable (Note 7)		904,246			1,816,576
Credit Card loan payable (Note 7)		-			173,299
Due to stockholders (Note 7)		1,746,269			1,605,707
Accrued expenses (Note 17)		133,946			373,357
Payroll taxes withheld and accrued		1,961			140,655
Total Current Liabilities		3,243,467			5,357,604

Commitments and contingencies (Note 15)		-			-

Stockholders' equity (deficit)
Preferred stock, 0.0001 par value , 10,000,000 shares authorized, 10,000,000 issued and outstanding (Note 8)		1,000			-
Common stock, 0.001 par value , 300,000,000 shares authorized, 554,017 shares issued and outstanding December 31, 2008 and 887,285 shares issued and outstanding December 31, 2007 (Note 7)		554			887
Capital Stock to be issued (500,000 Shares)(Note 13)		20,000			-
Additional Paid in Capital		3,556,363			3,457,030
Deficit		(3,948,756	)		(2,802,445	)
		(370,839	)		655,472
Less: Treasury stock (6,667 common shares)		(1,176	)		(1,176	)
Total Stockholders' Equity (deficit)		(372,015	)		654,296

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,871,452		$	6,011,900

See Notes to Financial Statements.

F-3

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2008			2007			2006

Net sales	$	43,015,451		$	73,704,029		$	71,317,892

Cost of sales		42,795,611			72,124,063			69,397,697

Gross profit		219,840			1,579,966			1,920,195

Operating expenses:
Officers salaries		315,955			612,090			634,022
Consulting fees		20,000			-			148,556
Interest expense		306,064			333,559			284,633
Selling, general and administrative		724,352			825,454			817,601
Total operating expenses		1,366,371			1,771,103			1,884,812

Profit (Loss) from operations		(1,146,531	)		(191,137	)		35,383

Interest Income		-			1,848			431

Income taxes (Note 14)		(220	)		(11,600	)		(1,169	)

Net profit (loss)	$	(1,146,311	)	$	(177,689	)	$	36,983

Net profit (loss) per share basic and diluted	$	(1.65	)	$	(0.20	)	$	0.04

Weighted average number of shares outstanding		692,879			887,285			887,285

See Notes to Financial Statements.

F-4

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2008			2007			2006

CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)	$	(1,146,311	)	$	(177,689	)	$	36,983
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		5,113			426			2,309
Stock issued for consulting fees		20,000			-			-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		407,589			(134,317	)		(100,381	)
(Increase) decrease in inventory		3,318,880			(1,148,068	)		(1,022,300	)
(Increase) decrease in other assets		17,674			13,338			150,409
Increase (decrease) in accounts payable		(139,128	)		34,518			116,003
Increase (decrease) in accrued expenses		(239,411	)		(2,403	)		(95,742	)
Increase (decrease) in payroll taxes		(138,694	)		(41,063	)		70,702
Total adjustments		3,252,022			(1,277,569	)		(879,000	)
CASH PROVIDED OR (USED) BY OPERATING ACTIVITIES		2,105,712			(1,455,258	)		(842,017	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(3,347	)		(23,890	)		(2,309	)
CASH USED BY INVESTING ACTIVITIES		(3,347	)		(23,890	)		(2,309	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of line of credit		5,113,005			8,846,708			8,767,633
Repayment of line of credit		(5,764,841	)		(8,157,346	)		(8,607,153	)
Proceeds of stockholders loans		884,415			465,544			142,178
Repayment of stockholders loan		(643,854	)		(61,833	)		(118,408	)
Proceeds of demand loans		257,214			517,245			491,030
Repayment of demand loans		(1,169,545	)		(8,000	)		(239,469	)
Proceeds/(Repayments) on credit card loan		(173,299	)		17,451			60,018
CASH PROVIDED OR (USED) BY FINANCING ACTIVITIES		(1,496,905	)		1,619,769			495,829

NET INCREASE (DECREASE) IN CASH		605,460			140,621			(348,497	)

CASH
Beginning of year		328,658			188,037			536,534

End of year	$	934,118		$	328,658		$	188,037

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Income tax payments	$	-		$	-		$	6,960
Interest payments	$	306,064		$	333,559		$	284,633

NON-CASH FINANCING ACTIVITIES
Debt exchange for preferred stock	$	(100,000	)	$	-		$	-
Preferred stock issued for debt	$	100,000		$	-		$	-

See Notes to Financial Statements.

F-5

NORTHEAST AUTOMOTIVR HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

	Preferred Stock				Common Stock						Capital Stock				Additional
	0.0001 Par Value				0.001 Par Value						to be issued				Paid In					Treasury
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Stock			Totals

Balances at January 1, 2006						887,285			3,457,917									(2,661,739	)		(1,176	)		795,002

Net Profit		-		-		-			-			-		-		-		36,983			-			36,983
																								-
Balances December 31, 2006						887,285			3,457,917									(2,624,756	)		(1,176	)		831,985

Reincorporation									(3,455,255	)						3,455,255

Net (Loss)		-		-		-			-			-		-				(177,689	)		-			(177,689	)

Balances at December 31, 2007						887,285			2,662							3,455,255		(2,802,445	)		(1,176	)		654,296

Change in par value of common stock		-		-					(1,775	)		-		-		1,775					-			-

Restated balances at December 31, 2007						887,285			887							3,457,030		(2,802,445	)		(1,176	)		654,296

Reverse Split Adjustment (Note 9)						65

Cancellation of Loan due to Shareholder (Note 8)		10,000,000		1,000		(333,333	)		(333	)						99,333								100,000

Common Stock issued for consulting fees (Note 12)												500,000		20,000										20,000

Net (Loss)		-		-		-			-			-		-				(1,146,311	)		-			(1,146,311	)

Balances at December 31, 2008		10,000,000	$	1,000		554,017		$	554			500,000	$	20,000	$	3,556,363	$	(3,948,756	)	$	(1,176	)	$	(372,015	)

See Notes to Financial Statements.

F-6

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

On January 14, 2004, the Company issued 200,000 shares of it’s common stock to Northeast Auto Acceptance Corp (a New York corporation) (“NAAC-NY”) when the Company had 181,886 shares outstanding as consideration for the acquisition of NAAC-NY. NAAC-NY was incorporated in New York on December 31, 1996. NAAC-NY buys used automobiles at auctions, then repairs, cleans, transports and resells them wholesale throughout the Pacific Northwest.

On March 4, 2004, the Company acquired NAAC-NY the accounting acquirer and to change its name to Northeast Auto Acceptance Corporation. Catadyne Corporation, the legal acquirer, was a non-operating public shell corporation at the time of the transaction.

Also on March 4, 2004, the Company issued its two officer/shareholders 17,000,000 shares of common stock in exchange for (a) $100,000 as part of the acquisition of NAAC-NY by reducing a loan payable to the officers by this amount and (b) the 200 shares of NAAC-NY they owned, which were all of the shares of NAAC-NY issued and outstanding at the time. Effectively, Mr. William Solko, the new President and sole Director owns more than 50% of the voting Common Stock and can pass any item that is subjected to approval of a stockholders vote.

The Company is treating this transaction as a reverse acquisition and reorganization for accounting purposes. The financial statements include the operations of NAAC-NY, the accounting acquirer, for all periods presented.

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 $ 502,192 at December 31, 2008 and the Company has an accumulated deficit of $ 3,948,755 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 – 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 using the specific identification basis.

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 inter-company 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.

F-7

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE-2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company buys used autos and recognizes revenue when it resells them and title is transferred to the buyer. The costs of the auto, any fees charged, and any repair costs are included in the costs of sales. The Company is the owner of the vehicle until the sale is complete and as such has all risks inherent with such ownership.

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.

Reverse Stock Split

The Company effected a 1-for-5 reverse stock split of its common stock no par value on February 20, 2004. Accordingly all share and per share information included in the consolidated financial statements has been adjusted to reflect the reverse stock split.

Adopted Accounting Principles

In the first quarter of 2009, we adopted Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), “Business Combinations” (SFAS No. 141(R)) as amended by FASB staff position FSP 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” SFAS No. 141(R) generally requires an entity to recognize the assets acquired, liabilities assumed, contingencies, and contingent consideration at their fair value on the acquisition date. In circumstances where the acquisition-date fair value for a contingency cannot be determined during the measurement period and it is concluded that it is probable that an asset or liability exists as of the acquisition date and the amount can be reasonably estimated, a contingency is recognized as of the acquisition date based on the estimated amount. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. In addition, acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life. SFAS No 141(R) is applicable to business combinations on a prospective basis beginning in the first quarter of 2009. We did not complete any business combinations in the first quarter of 2009.

In February 2008, the FASB issued FSP 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2), which delayed the effective date of SFAS No. 157, “Fair Value Measurements” (SFAS No. 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 the beginning of the first quarter of 2009. Therefore, in the first quarter of 2009, we adopted SFAS No. 157 for non-financial assets and non-financial liabilities. The adoption of SFAS No. 157 for non-financial assets and non-financial liabilities that are not measured and recorded at fair value on a recurring basis did not have a significant impact on our consolidated financial statements.

Recent Accounting Pronouncements

In December 2008, the FASB issued FSP 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 requires additional disclosures for plan assets of defined benefit pension or other postretirement plans. The required disclosures include a description of our investment policies and strategies, the fair value of each major category of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets, and the significant concentrations of risk within plan assets. FSP 132 (R)-1 does not change the accounting treatment for postretirement benefits plans. FSP 132(R)-1 is effective for us for fiscal year 2009.

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP 157-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition, FSP 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. FSP 157-4 is effective for us beginning in the second quarter of fiscal year 2009. The adoption of FSP 157-4 is not expected to have a significant impact on our consolidated financial statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP 115-2/124-2 amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP 115-2/124-2, an other-than-temporary impairment is triggered when there is an intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the presentation of an other-than-temporary impairment in the income statement for those impairments involving credit losses. The credit loss component will be recognized in earnings and the remainder of the impairment will be recorded in other comprehensive income. FSP 115-2/124-2 is effective for us beginning in the second quarter of fiscal year 2009. Upon implementation at the beginning of the second quarter of 2009, FSP 115-2/124-2 is not expected to have a significant impact on our consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, “Disclosures about the Fair Value of Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes of the methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change the accounting treatment for these financial instruments and is effective for us beginning in the second quarter of fiscal year 2009.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	2008		2007

Accounts receivable-trade	$	421,909	$	829,498

The accounts receivable are due from the sale of used autos. No provision for doubtful accounts has been recorded since most all receivables are collected within 14 to 23 days. The Company has not had any unpaid receivables in the past five years.

F-8

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – INVENTORIES

Inventory consists of the following:

	2008		2007

Automobiles purchased for resale	$	1,485,247	$	4,804,127

Inventory is stated at the lower of cost or market using the specific identification basis.

The inventory is valued by comparing the total cost of the vehicle to our net realizable value at the time of sale or to the "Blue Book" value for unsold vehicles. The lower of these is used to price the inventory. Our experience has been that costs are usually equal to or lower than our net realizable value or the "Blue Book" value. Since our inventory is usually turned over in a short time, our pricing is not sensitive to wide deviations from the actual results. The Company has not had to make revisions to its pricing of inventory as a result of deviations from actual results. The inventories are limited by the amount of working capital the Company has at any one time.

NOTE 5 – EQUIPMENT

The following is a summary of equipment:

	2008			2007
Equipment	$	39,764		$	36,418
Less: Accumulated depreciation		(18,067	)		(12,954	)
	$	21,698		$	23,464

NOTE 6 – OTHER ASSETS

	December 31,		December 31,
Other assets consists of the following:	2008		2007

Prepaid federal corporate taxes	$	-	$	-
Prepaid state corporate taxes		6680		24,353
Security deposit		1,800		1,800
	$	8,479	$	26,153

F-9

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – NOTES AND LOANS PAYABLE

	December 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) The agreement does not have any other restrictive covenants.	$	198,006	$	849,842

Note payable bank (Note payable to bank due February 2008, 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 majority stockholders. Interest is paid monthly on account)	$	100,000	$	100,000

Convertible demand notes - The convertible demand notes in the amounts of $150,000, $250,000 and $75,000, 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 6% thereafter, The notes are convertible at $0.25 per share. Interest is payable monthly.	$	100,000	$	700,000

6% unsecured demand notes payable	$	804,246	$	1,116,576

Loans payable-credit cards payable (Credit cards payable are unsecured, pay interest from 8.24% to 12.25% per annum and are payable in monthly installments)	$	-	$	173,299

Due to stockholders (The stockholder loans are unsecured, pay interest at 6% per annum, are subordinated to the bank loan and have no specific terms of repayment)	$	1,746,269	$	1,605,707
	$	2,948,521	$	4,545,424

F-10

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – PREFERRED STOCK

In exchange and in consideration for the cancellation of the forgiveness of the $100,000 of Debt, NEAH will issue to the Holder 10,000,000 shares of Series A Convertible Preferred Stock (“Series A Preferred”).

Each share of the Series A Preferred carries with it (i) voting rights equal to 30 times the number of Common Stock votes, (ii) no dividends, (iii) liquidation preference equal to eight times the sum available for distribution to Common Stock holders, (iv) automatically convert after three years to one (1) common share, (v) not be subject to reverse stock splits and other changes to the common stock capital of the Company, and (vi) convertible at the option of the holder after forty-five (45) days.

To determine the Fair Value of the Series A Preferred stock, the Company sets out to value each of the preferences of the Series A Preferred stock since there was no market for the Series A Preferred.

First preference: (i) voting rights equal to 30 times the number of Common Stock votes.

A value can be associated to these voting rights when the Company, as a shell, would be worth about $100,000 especially in consideration of the $ 5,106,455 of liabilities at March 31, 2008 that would have to be taken over by any new owners.

Second preference: (ii) not entitled to receive dividends paid on the Common stock.

The Company believes this preference has no value.

Third preference: (iii) liquidation preference equals to eight times the sum available for distribution to Common stock holders.

The estimated maximum liquidation value would approximate the stockholders equity since any gross profit on liquidation of the inventory would be offset by operating and liquidating expenses. With the deterioration of the used vehicle market during late 2007 and into 2008, the chances of a breakeven liquidation was extremely unlikely in the near future. Since the preferred stock will automatically convert to common shares in a short three years, this liquidation preference right is of limited value especially to an already controlling shareholder. The Company therefore places no value on this preference.

Fourth preference: (iv) automatically convert after three years to one share of Common stock.

The Company believes this preference has no value since it is a forced conversion at the same ratio as the voluntary conversion that is available after May 6, 2008.

The Fifth preference: (v) not to be subject to reverse stock splits and other changes to the Common stock capital of the Company and Sixth preference: (vi) convertible at the option of the holder after forty-five (45) days.

The exchange rate is one share of Common stock for each share of Preferred stock.

The book value of the underlying Common stock that the Series A Preferred stock is convertible into was estimated to be $378,545 at April 22, 2008 (estimated stockholders equity of $629,089 at April 22, 2008 divided by 16,618,586 shares times 10,000,000 shares). The fair value of the Common stock cancelled owned by Mr. Solko was $600,000 (10,000,000 shares returned to the Company times $0.06 market per share) and the loan forgiven by Mr. Solko was $100,000. The fair value of what Mr. Solko gave up was $700,000.

On April 22, 2008, the common stock of the Company was trading at $0.06 per share.

Since the restricted Preferred Stock has no trading market, the Preferred needs to be discounted by 30 to 40% for the $0.06 per share of freely trading Common stock which gives us $0.042 at 30% discount to $0.036 at 40% discount. But even if we used the Common stock value of $0.06 per share: Mr. Solko was trading more value ($700,000) {the 10,000,000 shares returned to the Company @ $0.06 plus the $100,000 debt forgiveness} for less value ($600,000) [ the preferred stock of 10,000,000 convertible to 10,000,000 common stock @ $0.06] provided the Company with $100,000 capital contribution.

As a result of the above analysis, no expense was recorded for this transaction because the fair value of the consideration given was equal to the fair value of the preferred stock received.

NOTE 9-COMMON STOCK

On April 22, 2008 a Debt Exchange Agreement (“Agreement”) was entered into between Northeast Automotive Holdings, Inc. (the “Company” or “NEAH”) and William Solko (the “Holder”). The Agreement calls for the Holder to waive, release, forgive and cancel a portion of the debt in the amount of $100,000 owed to the Holder by the Company. In addition, in consideration for this Agreement, the Holder hereby agrees to cancel 333,333 shares of the Holders’ 500,000 shares Common Shares. All the shares have been restated for the reverse stock split.

On June 20,2008, the Company agreed to file Form S-8 and to issue 500,000 shares of the Company’s common stock for consulting services. The Company will expense the $20,000 over six months period.

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”).

NOTE 11- RELATED PARTY TRANSACTIONS

During 2006, 2007 and 2008, the Company paid $165,000, $120,000, and $ 20,000 respectively to William Solko's wife as a salary.

NOTE 12- PROFIT OR 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 – CONSULTING AGREEMENT

On June 20, 2008, the Company entered into a consulting agreement for a period of six months and agreed to file a Form S-8 for 500,000 shares of common stock. The Company has charged the prepaid consulting expense $20,000 and is expensing this amount over six months. The closing price for the Company’s common stock was $0.04 on June 30, 2008.

F-11

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - INCOME TAXES

Due to the Company’s net loss, there was no provision for income taxes. The Company has net operating loss carry forwards for income tax purposes of approximately $1,014,000 at December 31, 2008, $576,000 at December 31, 2007, and $398,000 at December 31, 2006. These carry forward losses are available to offset future taxable income, if any, and expire starting in the year 2024. The Company’s utilization of this carry forward against future taxable income may become subject to an annual limitation due to a cumulative change in ownership of the Company of more than 50 percent.

The components of the Company’s tax provision were as follows:

	2008			2007			2006

Current income tax (benefit) expense	$	(465,000	)	$	(13,000	)	$	13,000

Deferred income tax expense (benefit)		465,000			68,000			(13,000	)
	$	-		$	-		$	-

The reconciliation of the income tax computed at the U.S. Federal statutory rate to income tax expense for the periods ended December 31, 2008 and 2007:

	2008			2007			2006

Tax expense (benefit) at Federal rate (34%)	$	(390,000	)	$	(57,000	)	$	11,000
State and local income tax, net of Federal benefit		(75,000	)		(11,000	)		2,000
Effect of timing difference		-			-			-

Change in valuation allowance		465,000			68,000			(13,000	)

Net income tax (benefit) allowance	$	-		$	-		$	-

Deferred income taxes reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and amounts used for income taxes. The Company’s deferred income tax assets and liabilities consist of the following:

Deferred tax asset:

	December 31,				December 31,				December 31,
	2008				2007				2006

Deferred tax asset from loss carry forward		$	683,000			$	218,000			$	150,000

Valuation allowance			(683,000	)			(218,000	)			(150,000	)
Net deferred tax assets		$	0			$	0			$	0

The Company recognized no income tax benefit for the loss generated for the periods through December 31, 2008.

SFAS No. 109 requires that a valuation allowance be provided if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company's ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize significant revenue from the sale of its products, it believes that the full valuation allowance should be provided.

F-12

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15-COMMITMENTS AND CONTINGENCIES

The Company rents office space on a month-to-month basis at two locations and beginning during 2008, warehouse space on a month-to-month basis. Rent expense was approximately $34,500 for 2008, $7,200 for 2007 and $7,500 for 2006. At December 31, 2007, future minimum lease payments were $2,800 for 2008.

NOTE 16- OFF BALANCE SHEET RISK

Included in the accompanying balance sheet is inventory of used automobiles at a carrying value of $1,485,247 at December 31, 2008 and $4,804,127 at December 31, 2007, which represents management's estimate of its net realizable value which approximate 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.

The Company has not experienced any significant write-downs or write-offs of inventory over the last three years.

NOTE 17- ACCRUED EXPENSES

Accrued expenses consist of the following:

	2008		2007
Interest	$	59,444	$	89,920
Auto repairs		19,302		79,435
Transportation		3,355		122,147
Commissions		-		10,236
Professional fees		51,845		52,500
Other expenses		-		19,118
	$	133,946	$	373,356

NOTE 18- BUSINESS AND CREDIT CONCENTRATIONS

The amount reported in the financial statements for cash, trade accounts receivable and inventories approximates fair market value. Because the difference between cost and the lower of cost or market is immaterial, no adjustment has been recognized in the financial statements. See Note 14 for more details.

F-13

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, December 31, 2008. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2008.

Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework , is known as the COSO Report. Our principal executive officer and our principal financial officer, have chosen the COSO framework on which to base its assessment. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2008.

This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our principal executive officer and our principal financial officer’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report on Form 10-K.

There were no changes in our internal control over financial reporting that occurred during the last quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fiscal year ended December 31, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

None.

PART III

Item 10.

Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

The following table sets forth the name and age of our sole executive officer and director.

Name	Age	Position	Date of Appointment

William Solko	39	President, Chief Executive Officer, Chairman, Treasurer	December 2004

Michael Shaw	39	Vice President	December 2004

Marsha Solko	39	Director of Administration	December 2004

Set forth below is a brief description of the background and business experience of our sole executive officer and director for the past five years.

William Solko

President, Chief Executive Officer and Director. Mr. Solko has served as President, Chief Executive Officer and Director of the Company since the acquisition of our Northeast Auto Acceptance (NY) subsidiary. He founded our Northeast Auto Acceptance (NY) subsidiary in 1995. Mr. Solko has over 21 years of experience in the automobile industry including over 18 years of experience in commercial automobile buying. Prior to forming the Company, from 1993 to 1995, Mr. Solko was employed as a buyer for two public automobile auction companies in the Chicago area. Mr. Solko attended The State University of New York at New Paltz.

Michael Shaw

Vice President. Mr. Shaw has more than 11 years of experience in automotive sales. Prior to joining our Northeast Auto Acceptance (NY) subsidiary in 1995, Mr. Shaw operated his own used vehicle sales operation.

Marsha Solko

Director of Administration. Ms. Solko has held this position since the formation of the Company’s Northeast Auto Acceptance subsidiary in 1994. Her primary responsibility is to oversee the day to day operations of the company. In her supervisory role, she is responsible for the monitoring of accounts payables and receivables, daily cash flows, as well as handling vehicle title issues. Ms. Solko has over 19 years experience in the automobile industry, having held the position of bookkeeper and office manager for several vehicle dealerships during that time.

BOARD OF DIRECTORS

Our Board of Directors currently has only one member, William Solko, our President and Chief Executive Officer. Pursuant to our By-Laws, our Board may be expanded, from time to time, to include up to seven directors. All directors hold office until the next annual meeting of shareholders following their election or until their successors have been elected and qualified. Executive officers are appointed by and serve at the pleasure of the Board of Directors. We may adopt provisions in our By-laws and/or Articles of Incorporation to divide the board of directors into more than one class and to elect each class for a certain term. These provisions may have the effect of discouraging takeover attempts or delaying or preventing a change of control of the Company.

BOARD COMMITTEES

The Board of Directors does not have any committees.

DIRECTORS’ COMPENSATION

Directors who are also employees of the Company receive no compensation for serving on the Board of Directors. We do not have any directors who are not employees.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

None.

Family Relationships

William Solko and Marsha Solko are husband and wife. No other family relationships exist among our directors or executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, none of our directors, executive officers, promoters, control persons, or nominees has been:

•	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
•	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
•	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
•	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Code of Ethics

We have adopted a Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than 10 percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC). Officers, directors, and greater than 10 percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company, all reports under Section 16(a) required to be filed by its officers and directors and greater than ten percent beneficial owners were timely filed as of the date of this filing.

Item 11.

Executive Compensation.

Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2008 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

Compensation of Executive Officers (continued)

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensat ion ($)		Non- Qualified Deferred Compensati on Earnings ($)		All Other Compensati on ($)		Totals ($)

William Solko President, Chief	2008	$	156,443		-0-		-0-		-0-		-0-		-0-		-0-	$	156,443
Executive Officer, Treasurer

Michael Shaw, Vice President	2008	$	159,511		-0-		-0-		-0-		-0-		-0-		-0-	$
159,511Marsha Solko, Director of Administration	2008		-0-		-0-		-0-		-0-		-0-		-0-		-0-	$	-0-

Outstanding Equity Awards at Fiscal Year-End Table. There were no individual grants of stock options to purchase our common stock made to the named executive officers in the Summary Compensation Table during the fiscal year ended December 31, 2008, and the subsequent period up to the date of the filing of this prospectus.

Compensation of Directors

For the fiscal year ended December 31, 2008, we did not compensate our directors for their services.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the ownership of our capital stock, as of April 15, 2009, for: (i) each director; (ii) each person who is known to us to be the beneficial owner of more than 5%of our outstanding common stock; (iii) each of our executive officers named in the Summary Compensation Table; and (iv) all of our current executive officers and directors of as a group. Except as otherwise indicated in the footnotes, all information with respect to share ownership and voting and investment power has been furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person listed has sole voting power with respect to the shares shown as beneficially owned.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class(2)

Class A Common	William Solko (1)		166,667		30.08	%
Stock	Michael Shaw (1)		66,667		12.03	%

(1)	Unless otherwise indicated in the footnotes to the table, (1) the individuals listed have sole voting and sole investment control with respect to the shares they beneficially own and (2) the address of each beneficial owner listed is c/o the Company, 2174 Hewlett Avenue, Suite 206, Merrick, New York 11566.

(2)	Based on 100,000,000 shares of Common Stock authorized, 554,017 shares issued and outstanding.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

None.

Item 14.

Principal Accounting Fees and Services.

Audit Fees

For our fiscal year ended December 31, 2008, we were billed approximately $30,000.00 for professional services rendered for the audit and reviews of our financial statements.

Tax Fees

For our fiscal year ended December 31, 2008, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2008.

Audit Related Fees

For our fiscal year ended December 31, 2008, we were not billed for professional services rendered for audit related fees.

Pre-approval Policy

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2008 were pre-approved by the entire Board of Directors.

Item 15.

Exhibits.

Exhibit No.	Title of Document	Location

3.1	Articles of Incorporation	Incorporated by reference to Information Statement filed on November 8, 2007

3.2	Bylaws	Incorporated by reference to Information Statement filed on November 8, 2007

14.1	Code of Ethics	Incorporated by reference to Form 10-K filed on April 14, 2008

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

By:	/s/ William Solko
	WILLIAM SOLKO
	President, Chief Executive Officer, Treasurer

Date:	May 22, 2009

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ William Solko	President, Chief Executive Officer, Treasurer	March 22, 2009
WILLIAM SOLKO

Date: May 22, 2009

Northeast Automotive Holdings, Inc.

By:	/ s/ William Solko
William Solko Chief Executive Officer