10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2013

or

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

For the transition period from_____________ to_____________

Commission file number: 000-51997

Kogeto, Inc. (formerly Northeast Automotive Holdings, Inc.)

(Exact name of registrant as specified in its charter)

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

51 Wooster St., 2nd floor

New York, NY 10013

(Address of Principal Executive Offices)

(Zip Code)

(646) 490-8169

(Registrant’s Telephone Number including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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 ¨  No x

The number of shares outstanding of the Registrant’s common stock as of January 5, 2014 was  17,696,872 shares.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-Q/A to the registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, as filed on February 3, 2014, is solely to update the signatures and Certifications of Chief Executive Officer and Chief Financial Officer with current officers of the registrant.

All other information in the Form 10-Q, including the financial statements, is unchanged from the original filing. This filing amends only the items specified above and does not otherwise update the disclosures in the Form 10-Q as originally filed and does not reflect events occurring after the original filing of the Form 10-Q.

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

FORM 10-Q

March 31, 2013

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4T.	Controls and Procedures	10
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Removed and Reserved	11
Item 5.	Other Information	11
Item 6.	Exhibits	12
SIGNATURES		13

2

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

The financial statements of Northeast Automotive Holdings, Inc. (the "Company"), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company's Form 10-K for the year ended December 31, 2012.

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NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)

	March 31,		December 31,
	2013		2012
ASSETS
Current Assets:
Cash	$	140	$	304
Total Current Assets		140		304
Equipment, net		253		336
Other assets		3,966		3,967
TOTAL ASSETS	$	4,359	$	4,607
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Note payable to bank	$	100,000	$	100,000
Due to stockholders		67,338		64,938
Accrued expenses		18,750		14,200
Payroll taxes withheld and accrued		-		-
Total Current Liabilities		186,088		179,138
Stockholders' deficit
Preferred stock, 0.0001 par value, 10,000,000 shares authorized, none and 10,000,000 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively		-		1,000
Common stock, .001 par value, 300,000,000 shares authorized, 10,554,017 and 554,017 shares issued and outstanding March 31, 2013 and December 31, 2012, respectively		10,554		554
Capital Stock to be issued (500,000 Shares)		20,000		20,000
Additional Paid in Capital		3,548,363		3,556,363
Retained Deficit		(3,757,470		(3,751,272	)
		(180,553		(173,355	)
Less: Treasury stock (6,667 common shares)		(1,176		(1,176	)
Total Stockholders' Deficit		(181,729		(174,531	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,359	$	4,607

See Notes to Unaudited Financial Statements

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NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2013			2012
Net sales	$	-		$	-
Cost of sales		-			-
Gross profit		-			-
Operating expenses:
Officers salaries		-			-
Selling, general and administrative		7,198			6,659
Total operating expenses		7,198			6,659
Interest expense		-			-
Profit (loss) from operations		(7,198	)		(6,659	)
Income taxes		-			-
Net profit (loss)	$	(7,198	)	$	(6,659	)
Net income (loss) per share basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding		10,554,017			554,017

See Notes to Unaudited Financial Statements

5

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months			Three Months
	Ended			Ended
	March 31, 2013			March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)	$	(7,198	)	$	(6,659	)
Adjustments to reconcile net profit (loss) to net cash used by operating activities:
Depreciation and amortization		84			1,256
Changes in operating assets and liabilities:
(Increase) decrease in inventory		-			-
(Increase) decrease in other assets		-			-
Increase (decrease) in customer deposits payable		-			-
Increase (decrease) in accrued expenses		4,550			(5,500	)
Increase (decrease) in payroll taxes		-			(1,273	)
Total adjustments		4,634			(5,517	)
CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(2,564	)		(12,176	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of stockholder loans		2,400			8,664
Repayment of stockholders loan		-			-
Repayments of demand loans		-			-
		-			-
CASH PROVIDED (USED) BY FINANCING ACTIVITIES		2,400			8,664
NET INCREASE (DECREASE) IN CASH		(164	)		(3,512	)
CASH
Beginning of year		304			5,395
End of period	$	140		$	1,883
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Income tax payments	$	-		$	-
Interest payments	$	-		$	-

See Notes to Unaudited Financial Statements.

6

NORTHEAST AUTOMOTIVE HOLDINGS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Through May 2011, the Company bought used automobiles at auctions, then repaired, cleaned, transported and resold them wholesale throughout the United States.

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The accompanying interim financial statements of Northeast Automotive Holdings, Inc. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the entire year.

Going Concern

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has working capital of ($185,949) at March 31, 2013 and an accumulated deficit of ($3,707,470) 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.

7

NOTE 2 – NOTES AND LOANS PAYABLE

	March 31,		December 31,
	2013		2012
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.	$	-		-
Note payable bank - note payable to bank due February 2007, is an open line of credit interest payable monthly at 1% over the prime rate, secured by a lien on all of the Company's assets and personally guaranteed by the officers. Interest is paid monthly on account.		100,000		100,000
Due to stockholders - The stockholder loans are unsecured, pay interest at 9% per annum, are subordinated to the bank loan and have no specific terms of repayment.		67,338		64,938
	$	167,338	$	164,938

NOTE 3 - CONVERSION OF SERIES A PREFERRED STOCK

As of January 1, 2013, pursuant to the terms of the Certificate of Designation of the Company’s Series A Preferred Stock, all 10,000,000 issued and outstanding shares of Series A Preferred Stock were automatically converted into 10,000,000 shares of the Company’s common stock.

8

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

The following discussion and analysis addresses material changes in the results of operations and financial condition of Northeast Automotive Holdings, Inc. and Subsidiaries (the “Company” or “we”) for the periods presented. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Results of Operations and Financial Condition included in the Company’s Form 10-K for the fiscal year ended December 31, 2012, the unaudited interim Condensed Consolidated Financial Statements and related Notes included in Item 1 of this Report on Form 10-Q (“Form 10-Q”) and the Company’s other SEC filings and public disclosures.

This Form 10-Q may contain “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks described below under “Risk Factors” in Part II, Item 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-Q.

Overview

We are a wholesale automobile sales company which seeks to exploit the inefficiencies and geographic differences in the used vehicle market by purchasing high quality, late model used vehicles from dealers and institutional sellers in Northeastern states and transporting the vehicles for resale in the Pacific Northwest. We are involved only in the wholesale purchase and sale of vehicles acting as a middleman between various dealer and institutional sellers and dealer purchasers. We generally sell our vehicles only through established third-party auctions which act as a marketplace for used vehicles. We thus help align institutional used vehicle sellers and wholesale buyers over a wide geographic area.

Adopted Accounting Principles

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.

For the Three Months Ended March 31, 2013 and March 31, 2012

Revenues

Revenue for the three month period ended March 31, 2013 were $-0- reflecting no increase or a decrease as compared to revenues for the three month period ended March 31, 2012 which were also $-0-. In the three month period ended March 31, 2013 and March 31, 2012, no vehicles were sold.

9

Cost of Sales and Gross Profit Margin

The Company's cost of sales is composed primarily of the cost of purchasing vehicles for resale. Cost of revenues was $-0- or 100% of net revenues during the three month periods ended March 31, 2013 and March 31, 2012. Thus, our gross margin was 0.0% for the three month periods ended March 31, 2013 and March 31, 2012.

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 $7,198 for the three month period ended March 31, 2013 or 0.00% of net revenue as compared to $6,659 or 0.00% of net revenue for the comparable period in 2012, an increase in such expenses of $539 or 8.097% The increase in the ratio of SGA expenses to net revenue was primarily due to an increase in operating expenses.

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 March 31, 2013 was ($7,198) or (0.0%) of net revenue as compared to an operating loss of ($6,659) or (0.0%) of net revenue for comparable period in 2012, a decrease of $539. This decrease in operating income was primarily as a result of a decrease in gross revenues which was less than the increase of operating expense.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2013, we had cash and cash equivalents of $140 invested in standard bank checking accounts and highly liquid money market instruments. Such investments are subject to interest rate and credit risk. Such risks and a change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations. As of March 31, 2013, we had an outstanding balance of $100,000 on a bank revolving credit facility which bears interest at a variable rate equal to prime plus 1.0%.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our  Chief Executive Officer and Chief Financial Officer  of our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,  our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2013 due to a lack of segregation of duties and an over reliance on consultants in the accounting and financial reporting process.

(b) Changes in Internal Controls Over Financial Reporting

There were no changes that occurred during the quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

10

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. REMOVED AND RESERVED

Not applicable.

ITEM 5. OTHER INFORMATION

None

11

ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.
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

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

12

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.

	KOGETO, INC.
Date: May 29, 2014	By:	/s/ John P. Clark
		John P. Clark Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

13

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeff Glasse, certify that:

1. I have reviewed this Form 10-Q of Kogeto, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2014	By:	/s/ Jeff Glasse
		Jeff Glasse
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John P. Clark, certify that:

1. I have reviewed this Form 10-Q of Kogeto, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2014	By:	/s/ John P. Clark
		John P. Clark
		Chief Financial Officer

EX-32.1

EXHIBT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Kogeto, Inc. for the three months ended March 31, 2013, I, Jeff Glasse, Chief Executive Officer of Kogeto, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report of Form 10-Q for the three months ended March 31, 2013, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report of Form 10-Q for the three months ended March 31, 2013, fairly represents in all material respects, the financial condition and results of operations of Kogeto, Inc.

	Kogeto, Inc.
Date: May 29, 2014	By:	/s/ Jeff Glasse
		Jeff Glasse Chief Executive Officer

EX-32.2

EXHIBT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Kogeto, Inc. for the three months ended March 31, 2013, I, John P. Clark, Chief Financial Officer of Kogeto, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report of Form 10-Q for the three months ended March 31, 2013, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report of Form 10-Q for the three months ended March 31, 2013, fairly represents in all material respects, the financial condition and results of operations of Kogeto, Inc.

	Kogeto Inc.
Date: May 29, 2014	By:	/s/ John P. Clark
		John P. Clark Chief Financial Officer

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ORGANIZATION AND NATURE OF BUSINESS (Policies)

3 Months Ended

Mar. 31, 2013

Organization And Nature Of Business Policies

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The accompanying interim financial statements of Northeast Automotive Holdings, Inc. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the entire year.

Going Concern

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has working capital of ($185,949) at March 31, 2013 and an accumulated deficit of ($3,707,470) 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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CONVERSION OF SERIES A PREFERRED STOCK

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

NOTE 3 - CONVERSION OF SERIES A PREFERRED STOCK

As of January 1, 2013, pursuant to the terms of the Certificate of Designation of the Company’s Series A Preferred Stock, all 10,000,000 issued and outstanding shares of Series A Preferred Stock were automatically converted into 10,000,000 shares of the Company’s common stock.

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash	$ 140	$ 304
Total Current Assets	140	304
Equipment, net	253	336
Other assets	3,966	3,967
TOTAL ASSETS	4,359	4,607
LIABILITIES AND STOCKHOLDERS' DEFICIT
Note payable to bank	100,000	100,000
Due to stockholders	67,338	64,938
Accrued expenses	18,750	14,200
Payroll taxes withheld and accrued
Total Current Liabilities	186,088	179,138
Stockholders' Deficit
Preferred stock, 0.0001 par value, 10,000,000 shares authorized, none and 10,000,000 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively		1,000
Common stock, .001 par value, 300,000,000 shares authorized, 10,554,017 and 554,017 shares issued and outstanding March 31, 2013 and December 31, 2012, respectively	10,554	554
Capital Stock to be issued (500,000 Shares)	20,000	20,000
Additional Paid in Capital	3,548,363	3,556,363
Retained Deficit	(3,757,470)	(3,751,272)
Total	(180,553)	(173,355)
Less: Treasury stock (6,667 common shares)	(1,176)	(1,176)
Total Stockholders' Deficit	(181,729)	(174,531)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 4,359	$ 4,607

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ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Through May 2011, the Company bought used automobiles at auctions, then repaired, cleaned, transported and resold them wholesale throughout the United States.

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The accompanying interim financial statements of Northeast Automotive Holdings, Inc. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the entire year.

Going Concern

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has working capital of ($185,949) at March 31, 2013 and an accumulated deficit of ($3,707,470) 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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NOTES AND LOANS PAYABLE

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

NOTE 2 - NOTES AND LOANS PAYABLE

	March 31,		December 31,
	2013		2012
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.	$	-		-
Note payable bank - note payable to bank due February 2007, is an open line of credit interest payable monthly at 1% over the prime rate, secured by a lien on all of the Company's assets and personally guaranteed by the officers. Interest is paid monthly on account.		100,000		100,000
Due to stockholders - The stockholder loans are unsecured, pay interest at 9% per annum, are subordinated to the bank loan and have no specific terms of repayment.		67,338		64,938
	$	167,338	$	164,938

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Stockholders' equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	10,000,000
Preferred stock, shares outstanding	0	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	10,554,017	554,017
Common stock, shares, outstanding	10,554,017	554,017
Capital stock to be issued	500,000	500,000
Treasury stock, shares	6,667	6,667

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Document and Entity Information

3 Months Ended

Mar. 31, 2013

Jan. 05, 2014

Document And Entity Information

Entity Registrant Name

KOGETO, INC.

Entity Central Index Key

0001361955

Document Type

10-Q

Document Period End Date

Mar. 31, 2013

Amendment Flag

true

Amendment Description

The purpose of this Amendment No. 1 on Form 10-Q/A to the registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, as filed on February 3, 2014, is solely to update the signatures and Certifications of Chief Executive Officer and Chief Financial Officer with current officers of the registrant.

All other information in the Form 10-Q, including the financial statements, is unchanged from the original filing.  This filing amends only the items specified above and does not otherwise update the disclosures in the Form 10-Q as originally filed and does not reflect events occurring after the original filing of the Form 10-Q. 

Current Fiscal Year End Date

--12-31

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

No

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

17,696,872

Document Fiscal Period Focus

Q1

Document Fiscal Year Focus

2013

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements Of Operations
Net sales
Cost of sales
Gross profit
Operating expenses:
Officers salaries
Selling, general and administrative	7,198	6,659
Total operating expenses	7,198	6,659
Interest expense
Profit (Loss) from operations	(7,198)	(6,659)
Income taxes
Net profit (loss)	$ (7,198)	$ (6,659)
Net profit (loss) per share basic and diluted	$ 0.00	$ (0.01)
Weighted average number of shares outstanding	10,554,017	554,017

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NOTES AND LOANS PAYABLE (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
NOTES AND LOANS PAYABLE	$ 167,338	$ 164,938
Line of credit [Member]
NOTES AND LOANS PAYABLE
Bank Loan Obligations [Member]
NOTES AND LOANS PAYABLE	100,000	100,000
Due To Stockholders [Member]
NOTES AND LOANS PAYABLE	$ 67,338	$ 64,938

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ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Organization And Nature Of Business Details Narrative
Working capital deficiency	$ (185,949)
Accumulated deficit	$ 3,757,470	$ 3,751,272

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)	$ (7,198)	$ (6,659)
Depreciation and amortization	84	1,256
Changes in operating assets and liabilities:
(Increase) decrease in inventory
(Increase) decrease in other assets
Increase (decrease) in customer deposits payable
Increase (decrease) in accrued expenses	4,550	(5,500)
Increase (decrease) in payroll taxes		(1,273)
Total adjustments	4,634	(5,517)
CASH PROVIDED (USED) BY OPERATING ACTIVITIES	(2,564)	(12,176)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of stockholder loans	2,400	8,664
Repayment of stockholders loan
Repayments of demand loans
CASH PROVIDED (USED)BY FINANCING ACTIVITIES	2,400	8,664
NET INCREASE (DECREASE) IN CASH	(164)	(3,512)
CASH, beginning of year	304	5,395
CASH, end of year	140	1,883
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for: Income tax payments
Cash paid for: Interest payments

XML

NOTES AND LOANS PAYABLE (Tables)

3 Months Ended

Mar. 31, 2013

Notes And Loans Payable Tables

Notes and loan payable

	March 31,		December 31,
	2013		2012
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.	$	-		-
Note payable bank - note payable to bank due February 2007, is an open line of credit interest payable monthly at 1% over the prime rate, secured by a lien on all of the Company's assets and personally guaranteed by the officers. Interest is paid monthly on account.		100,000		100,000
Due to stockholders - The stockholder loans are unsecured, pay interest at 9% per annum, are subordinated to the bank loan and have no specific terms of repayment.		67,338		64,938
	$	167,338	$	164,938