10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(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, 2011

¨ 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:
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 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	Smaller reporting company x
(Do not check if a smaller reporting company)

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

State issuer’s revenues for its most recent fiscal year. $579,440

The aggregate market value of common stock held by non-affiliates of the Registrant on December 31, 2011 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 16, 2012: 554,017 shares of Common Stock.

 Explanatory Note

Northeast Automotive Holdings, Inc. is filing this Amendment (the "Form 10-K/A") to our Annual Report on Form 10-K for the year ended December 10, 2011 (the "Form 10-Q"), filed with the Securities and Exchange Commission ("SEC") on April 17, 2011, for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Interactive Data File was initially omitted from the Form 10-K as originally filed due to unanticipated technical difficulties.

No other changes have been made to the Form 10-K. This Form 10-K/A continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.

ITEM 6. EXHIBITS

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

	NORTHEAST AUTOMOTIVE HOLDINGS, INC.
Date: April 19, 2012	By:	/s/ William Solko
		William Solko, Chief Executive
		Officer and Chief Financial Officer

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INVENTORIES

12 Months Ended

Dec. 31, 2011

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 3 – INVENTORIES

Inventory consists of the following:

	December 31,
	2011		2010
Automobiles purchased for resale	$	-	$	480,598

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2011

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

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.

Cash and cash equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less.

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.

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 in accordance with ASC Topic 740 “Income Taxes” which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect on deferred income taxes of a change in tax rates is recognized in income in the period when the change is enacted.

Based on consideration of all available evidence regarding their utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, a valuation allowance is established for that amount that, in our judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

The Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

The Company recognizes interest and penalties related to unrecognized tax benefits if there are any within the income tax expense line of the Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of the Consolidated Balance Sheets.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

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CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Cash	$ 5,395	$ 417,948
Accounts Receivable	123,052	0
Inventory	0	480,598
Total Current Assets	128,447	898,546
Equipment, net of accumulated depreciation of $34,408 and $28,961	5,357	10,804
Other assets	2,868	1,800
TOTAL ASSETS	136,672	911,150
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	0	48,430
Note payable to bank	100,000	100,000
Demand loans payable	0	263,753
Due to stockholders	42,584	272,640
Accrued expenses	18,250	39,123
Payroll taxes withheld and accrued	1,273	874
Total Current Liabilities	162,107	724,820
Stockholders' Equity (Deficit)
Convertible Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding	1,000	1,000
Common stock, $0.001 par value, 300,000,000 shares authorized, 554,017 shares issued and outstanding	554	554
Capital stock to be issued (500,000 shares)	20,000	20,000
Additional paid-in capital	3,957,424	3,957,424
Accumulated deficit	(4,003,237)	(3,791,472)
Stockholders Equity Including Treasury Stock, Total	(24,259)	187,506
Less: Treasury stock at cost (6,667 common shares)	(1,176)	(1,176)
Total Stockholders' Equity (Deficit)	(25,435)	186,330
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 136,672	$ 911,150

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $)	Convertible Preferred Stock [Member]	Common Stock [Member]	Capital Stock To Be Issued [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Total
Balance at Dec. 31, 2009	$ 1,000	$ 554	$ 20,000	$ 3,957,424	$ (4,052,214)	$ (1,176)	$ (74,412)
Shares, Outstanding at Dec. 31, 2009	10,000,000	554,017	500,000
Net income (loss)	0	0	0	0	260,742	0	260,742
Balance at Dec. 31, 2010	1,000	554	20,000	3,957,424	(3,791,472)	(1,176)	186,330
Balance (in shares) at Dec. 31, 2010	10,000,000	554,017	500,000
Net income (loss)	0	0	0	0	(211,765)	0	(211,765)
Balance at Dec. 31, 2011	$ 1,000	$ 554	$ 20,000	$ 3,957,424	$ (4,003,237)	$ (1,176)	$ (25,435)
Balance (in shares) at Dec. 31, 2011	10,000,000	554,017	500,000

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ORGANIZATION AND NATURE OF BUSINESS

12 Months Ended

Dec. 31, 2011

Accounting Policies [Abstract]

Business Description and Basis of Presentation [Text Block]

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Northeast Automotive Holdings, Inc., (the “Company”), was incorporated on October 12, 2007 in 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.

On January 14, 2004, the Company issued 200,000 shares of its 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 deficit of $33,660 at December 31, 2011 and an accumulated deficit of $4,003,237 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.

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Dec. 31, 2011	Dec. 31, 2010
Accumulated depreciation of Equipment	$ 34,408	$ 28,961
Convertible Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible Preferred stock, shares authorized	10,000,000	10,000,000
Convertible Preferred stock, shares issued	10,000,000	10,000,000
Convertible Preferred stock, shares outstanding	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	554,017	554,017
Common stock, shares, outstanding	554,017	554,017
Capital stock to be issued (shares)	500,000	500,000
Treasury stock, shares	6,667	6,667

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Apr. 16, 2012
Entity Registrant Name	Northeast Automotive Holdings, Inc.
Entity Central Index Key	0001361955
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	neau
Entity Common Stock, Shares Outstanding		554,017
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011
Entity Well-Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float	$ 19,240

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Net sales	$ 579,440	$ 13,025,008
Cost of sales	526,871	11,925,782
Gross profit	52,569	1,099,226
Operating expenses:
Officers salaries	20,338	173,620
Consulting fees	85,000	0
Selling, general and administrative	91,531	535,577
Loss on write-off of inventory	63,087	0
Total operating expenses	259,956	709,197
Profit (loss) from operations	(207,387)	390,029
Interest expense	4,378	129,287
Net income (loss)	$ (211,765)	$ 260,742
Net income (loss) per common share, basic (in dollars per share)	$ (0.38)	$ 0.47
Weighted average number of shares outstanding, basic (in shares)	554,017	554,017
Net income (loss) per common share, diluted (in dollars per share)	$ (0.38)	$ 0.02
Weighted average number of shares outstanding, diluted (in shares)	554,017	10,554,017

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PROFIT OR LOSS PER SHARE

12 Months Ended

Dec. 31, 2011

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 6 - PROFIT OR LOSS PER 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.

	December 31,
	2011			2010
Numerator
Net income (loss) available to common stockholders	$	(211,765	)	$	260,744
Denominator
Weighted-average shares outstanding for earnings per share, basic		554,017			554,017
Effect of dilutive securities:
Convertible preferred stock		-			10,000,000
Weighted-average shares outstanding for earnings per share, diluted		554,017			554,017

The following were excluded from the computation of the diluted securities outstanding as they would have had an anti-dilutive impact.

	December 31,
	2011		2010
Convertible preferred stock		10,000,000		-

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CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2011

Convertible Preferred Stock [Abstract]

Convertible Preferred Stock [Text Block]

NOTE 5 – CONVERTIBLE PREFERRED STOCK

Each share of the Series A preferred stock carries with it (i) voting rights equal to 30 times the number of Common Stock votes, (ii) no dividends, (iii) a liquidation preference equal to eight times the sum available for distribution to Common Stock holders, (iv) automatic conversion after three years to one (1) common share, (v) exemption from reverse stock splits and other changes to the common stock capital of the Company, and (vi) convertibility at the option of the holder anytime.

During the year ended December 31, 2011, the date for automatic conversion of the preferred shares passed. However, the conversion has not yet been effected by the Board of Directors.

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INCOME TAXES

12 Months Ended

Dec. 31, 2011

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 7 - INCOME TAXES

Due to the Company’s prior year net losses, there was no provision for income taxes. The Company has net operating loss carryforwards for income tax purposes of approximately $640,000 and $588,000 at December 31, 2011 and 2010, respectively. These carryforward 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 any cumulative 36-month change in ownership of the Company of more than 50 percent. As the company has largely suspended operations, it is unlikely that the Company will have future taxable income that could be reduced by the benefit of these carryforwards. Accordingly, the Company has recorded a valuation allowance for the full amount of the deferred tax assets. The components of the Company’s tax provision were as follows:

	2011			2010
Deferred tax asset – NOL carryforward	$	216,000		$	200,000
Less: valuation allowance		(216,000	)		(200,000	)
Total	$	-		$	-

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 8 -COMMITMENTS AND CONTINGENCIES

The Company rents office space on a month-to-month basis at two locations and warehouse space on a month-to-month basis.  Rent expense was approximately $7,800 and $7,000 for 2011 and 2010, respectively.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (211,765)	$ 260,742
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization	5,447	5,447
Compensation expense	24,718	100,000
Write-off of inventory	63,087	0
Changes in operating assets and liabilities:
Accounts receivable	(123,052)	0
Inventory	417,511	1,073,951
Other assets	(1,068)	5,973
Accounts payable	(48,430)	(26,593)
Accrued expenses	(20,873)	(97,588)
Accrued payroll taxes	399	(1,442)
CASH PROVIDED BY OPERATING ACTIVITIES	105,974	1,320,490
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of line of credit	0	1,815,315
Repayment of line of credit	0	(2,140,903)
Proceeds of stockholders loans	40,461	37,127
Repayment of stockholders loans	(295,235)	(448,602)
Proceeds of demand loans	0	757,913
Repayment of demand loans	(263,753)	(1,265,021)
CASH USED IN FINANCING ACTIVITIES	(518,527)	(1,244,171)
NET INCREASE (DECREASE) IN CASH	(412,553)	76,319
CASH, beginning of year	417,948	341,629
CASH, end of year	5,395	417,948
SUPPLEMENTAL CASH FLOW INFORMATION
Income tax payments	0	4,200
Interest payments	$ 8,957	$ 129,288

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NOTES AND LOANS PAYABLE

12 Months Ended

Dec. 31, 2011

Notes and Loans Payable [Abstract]

Notes and Loans Payable [Text Block]

NOTE 4 – NOTES AND LOANS PAYABLE

	December 31,		December 31,
	2011		2010
Revolving 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
6% unsecured demand notes payable		-		263,753
Due to stockholders (The stockholder loans are unsecured, pay interest at an average 6% per annum, are subordinated to the bank loan and have no specific terms of repayment)		42,584		272,640