UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549  FORM 10-Q   [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For the quarterly
period ended March 31, 2008   [   ] TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE EXCHANGE ACT  For the transition
period from __________ to __________  Commission File
Number 333-141676  Aftermarket Enterprises, Inc. (Exact name of registrant as specified in
its charter)  Nevada 20-5354797 (State or
other jurisdiction of (IRS Employer Identification No.) incorporation or organization)  4339 Santa Fe Road #48-D, San Luis
Obispo, CA   93401-3306 (Address of principal executive
offices)  (Zip Code)  (805) 457-6999 (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 past 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.  See definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule
12b-2 of the Exchange Act.  Large
Accelerated filer  ̈ Accelerated filer  ̈ Non-accelerated
filer   ̈ (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 [  ]
  No [X]  Indicate the number of shares outstanding of each of the
issuers classes of common equity, as of the latest practicable date. 1,592,452  shares of $0.001 par
value common stock on May 13, 2008   Part I -
FINANCIAL INFORMATION  Item 1. Financial Statements Aftermarket Enterprises, Inc. FINANCIAL STATEMENTS (UNAUDITED) March 31, 2008  The financial statements
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission.
 Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations for
the periods presented have been made.  These financial statements should be
read in conjunction with the accompanying notes, and with the historical
financial information of the Company.  AFTERMARKET
ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS  March 31,
2008
(Unaudited)
December 31, 2007
(Audited)ASSETSCurrent assetsCash
$
21,387
$
549Other current assets
1,838
1,057Total current assets
23,225
1,606Website
(net of amortization of $18,795 at March 31, 2008 and $15,827 at December
31, 2007)
16,815
19,783Total assets
$
40,040
$
21,389LIABILITIESCurrent liabilitiesAccounts payable
$
52,378
$
25,625Accrued liabilities
680
1,936Accrued interest
69
-Loan payable 
stockholders
21,000
-Total liabilities
74,127
27,561STOCKHOLDERS EQUITY
(DEFICIT)Preferred Stock: ($0.001 par value, 10,000,000
shares authorized; no shares issued and outstanding)
-
-Common Stock: ($0.001 par value, 90,000,000 shares
authorized; 1,592,452 and 1,592,452 shares issued and outstanding at March
31, 2008 and December 31, 2007 , respectively)
1,592
1,592Additional paid in capital
58,653
58,653Accumulated deficit
(94,332)
(66,417)Total stockholders equity
(deficit)
(34,087)
(6,172)Total liabilities and
stockholders equity (deficit)
$
40,040
$
21,389  See Accompanying Notes to the Financial
Statements.   AFTERMARKET ENTERPRISES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS for the Three Months Ended March 31, 2008
and  2007  Three months ended March  31,
2008
Three months ended  March
 31, 2007RevenuesSales (net of
returns)
$
            50,732
$    66,012Costs of goods
sold
54,378
49,152Gross profit (loss)
(3,646)
16,860Operating expensesAmortization
expense
2,968
2,968Credit card
discounts
2,243
1,753Payroll
expenses
1,714
9,860Other general
& administrative
13,199
6,356Legal and
professional fees
3,652
10,612Total operating expenses
23,776
31,549Net loss from
operations
(27,422)
(14,689)Interest expense
69
782Penalties and settlements
424
-Provision for income taxes
-
-Net loss
$
          (27,915)
$
             (
15,471)Net loss per common
share
$
               (0.02)
$
                 (0.01)Weighted
average number of common shares used in calculation
1,592,452
1,100,000  See Accompanying Notes to the Financial
Statements.


AFTERMARKET ENTERPRISES, INC. UNAUDITED CONSOLIDATED STATEMENT OF
STOCKHOLDERS EQUITY (DEFICIT) For the Three Months Ended March 31,
2008   Additional



TotalCommon Stock

Paid-in

Accumulated

StockholdersShares

Amount

Capital

Deficit

Equity (Deficit)December 31, 2007
1,592,452

$
      1,592

$
         58,653

$
      (66,417)

$
          (6,172)Net loss for period
-

-

-

(27,915)

(27,915)Balance, March  31, 2008
1,592,452

$
      1,592

$
         58,653

$
      (94,332)

$
        (34,087) See Accompanying Notes to the Financial
Statements.


AFTERMARKET
ENTERPRISES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH
FLOWS For the Three Months Ended March 31, 2008
and 2007   Three Months Ended March 31,
2008
Three Months Ended March 31,
2007Cash Flows from Operating ActivitiesNet loss
$
          (27,915)
$
          (15,471)Adjustment for items not involving cash:Amortization expense
2,968
2,968Accrued interest
69
780Change in non-cash working capital
items:(Increase) decrease in other current
assets
(781)
(704)Increase (decrease) in accounts
payable
26,753
9,678Increase (decrease) in accrued
liabilities
(1,256)
2,692Cash provided by (used in) operating
activities
(162)
(57)Cash Flow from Financing ActivitiesProceeds from loan payable 
stockholders
21,000
15,000Proceeds from sale of common
stock
-
-Cash provided by  financing activities
21,000
15,000Increase (decrease) in cash position
20,838
14,943Cash position at beginning of period
549
14,727Cash position at end of period
$
         21,387
$
           29,670Supplemental Information:Stock issued for conversion of debt
$
                   -
$
           49,245  See Accompanying Notes to the Financial
Statements.    AFTERMARKET ENTERPRISES, INC. NOTE TO THE FINANCIAL STATEMENTS For the three month periods ended March 31,
2008  Note 1- Basis of presentation and
Organization  The accompanying unaudited consolidated
financial statements have been prepared in accordance with Securities and
Exchange Commission requirements for interim financial statements. Therefore,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. The financial statements should be read in conjunction with the
financial statements for the year ended December 31, 2007, of Aftermarket
Enterprises, Inc. (the "Company").  The interim financial statements present
the balance sheet, statements of operations, and cash flows of Aftermarket
Enterprises, Inc. The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.  The interim financial information is
unaudited.  In the opinion of management, all adjustments necessary to
present fairly the financial position as of March 31, 2008, and the results of
operations and cash flows presented herein have been included in the financial
statements. All such adjustments are of a normal and recurring nature.
 Interim results are not necessarily indicative of results of operations
for the full year.  Organization  Aftermarket Enterprises was incorporated on
August 4, 2006, in the state of Nevada to acquire all of the assets of
Aftermarket Express, Inc.  Aftermarket Express, Inc. is engaged in the sale
of products for the automotive industry with a particular emphasis on
accessories for sport utility vehicles.   On September 1, 2006,
Aftermarket Enterprises completed the acquisition of Aftermarket Express, Inc.
and now operates Aftermarket Express, Inc. as a wholly owned subsidiary of
Aftermarket Enterprises, Inc.  Through the Aftermarket Express website
www.EverythingSUV.com, the company sells automotive accessories to owners of
sport utility vehicles.  Use of Estimates in the preparation of the financial
statements  The preparation of the Company's financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.  Cash and Cash Equivalents  For the purpose of the statements of cash
flows, the Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. The Company had $21,387
at March 31, 2008.  Note
2 Business
Acquisitions  On September 1, 2006, we acquired
Aftermarket Express, Inc. which is now our wholly owned subsidiary.  We
purchased Aftermarket Express, Inc. from its stockholders for $31,300 paid in
the form of $21,300 in cash and a $10,000, interest free Promissory Note with a
maturity date of November 29, 2006.  The Promissory Note was paid in full
on November 2, 2006.  Note
3 Commitments  On October 31, 2006, the Company entered into a 12-month
office lease.  The lease requires monthly payments of $575.00.  The
Company was required to pay a $575.00 security deposit.  The lease expired
on October 31, 2007, and  remains in effect on a month
to month basis.  Note 4 Related
Party Transactions  As of March 31, 2008, the Company had received loans
totaling $21,000 from stockholders of the Company.  These loans bear an
interest rate of 10% per year and mature in February 2009.  Both principal
and accrued interest are due in full upon maturity.  Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations  Special Note Regarding Forward-Looking
Statements  This periodic report contains certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to the Plan of Operations provided
below, including information regarding the Companys financial condition,
results of operations, business strategies, operating efficiencies or synergies,
competitive positions, growth opportunities, and the plans and objectives of
management. The statements made as part of the Plan of Operations that are not
historical facts are hereby identified as "forward-looking statements." Critical Accounting Policies
and Estimates  The preparation of financial statements and
related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the amounts reported in the unaudited Financial
Statements and accompanying notes.  Management bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Actual results could differ from these
estimates under different assumptions or conditions.  The Company
believes there have been no significant changes during the three month
periods ended March 31, 2008 and 2007, to the items disclosed as
significant accounting policies since the Companys last audited financial
statements for the year ended December 31, 2007.  The Companys accounting policies are more
fully described in Note 1 of the consolidated financial statements.  As
discussed in Note 1, the preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
about the future events that affect the amounts reported in the consolidated
financial statements and the accompanying notes. Management bases its estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances.  Actual differences could differ
from these estimates under different assumptions or conditions.  The
Company believes that the following addresses the Companys most critical
accounting policies.  We recognize revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue
Recognition (SAB 104).  Under SAB 104, revenue is recognized at the
point of passage to the customer of title and risk of loss, when there is
persuasive evidence of an arrangement, the sales price is determinable, and
collection of the resulting receivable is reasonably assured.  We recognize
revenue as services are provided.  Revenues are reflected net of coupon
discounts.  We account for income taxes in accordance
with Statement of Financial Accounting Standards No. 109, Accounting  for
Income Taxes (SFAS No. 109).  Under SFAS No. 109, deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
the differences are expected to reverse.  Deferred tax assets will be
reflected on the balance sheet when it is determined that it is more likely than
not that the asset will be realized.  A valuation allowance has currently
been recorded to reduce our deferred tax asset to $0.  Plan of Operation  We have established a web store presence
and supplier relationship in the aftermarket SUV accessories marketplace.
 This presence was obtained through the purchase of the website and related
business of Aftermarket Express, Inc.  We hope to leverage this presence
into additional aftermarket accessories product lines.  Currently, our
product line focuses on the SUV marketplace.  As we look to expand with the
capital obtained from our offering, we hope to be able to take the same concept
and broaden it to the overall aftermarket accessory marketplace instead of the
niche of SUV accessories.  To expand our concept, we will need to
create a broader web presence and may set up additional web stores to focus on
the different segments in the aftermarket accessories marketplace.
 Additionally, we will have to establish new supplier relationships to be
able to offer a broader product line.  We believe the aftermarket
accessories marketplace can be  served through
an online presence.  To this end, we purchased the website and related
business of Aftermarket Express, Inc.  Through this purchase, we were able
to obtain an instant online presence and revenue stream. Although this revenue
stream is currently not profitable, management believes with minor changes, the
current operations can become profitable.  This will require additional
marketing efforts and better computer systems that can track customers and
better target market to the customers.  Presently, the business we
purchased has no follow up with customers to try and sell additional products to
the customer.  The business is wholly dependent on internet searches to
locate our web site or from repeat customers.  Management believes with a
more aggressive marketing approach, our online presence can be expanded and
sales can be increased.  Part of our overall objectives to increase
sales will be to expand our product line.  Our products are currently
limited to SUV accessories.  Management believes other car and truck
accessory markets are available, particularly, those markets that are dominated
by a younger consumer.  Management believes the younger consumers are more
likely to purchase automobile accessories over the internet and are more likely
to work on their own vehicles.  These markets would include the Tuner
market. We define the Tuner market as a market segment that consists of
individuals who customize import sedans, such as Honda Accords, Toyota Celicas
and similar cars by adding performance enhancing products to them along with
accessories that change their appearance.   The Tuner market is also
referenced as the sports compact market. We believe this market has expanded
in recent years and there are a number of websites catering to it.
  With SUV sales continuing to decline with higher gas prices, we
believe it is prudent for us to expand into the car accessories marketplace. We
believe that any automobile accessories market can be accessed with the same
business model.  Additionally, we believe the incremental cost of adding a
broader product line will be small given the computer and distribution system
can support a much broader product line.  Management feels the only
substantial cost of expanding our product line is the inventory carrying cost
which should be limited given we have most of our suppliers drop ship directly
from their warehouses to our customers.  It is our belief that once a CRM-capable
e-commerce system is in place for our current business, we will have the
technology in place to enter the car accessories marketplace.  Since the
technology and systems are not product specific, we believe we can duplicate our
model for use in retailing these new product lines.  We do not feel our
cost will increase substantially as we enter the new product lines.  We are
hopeful that with the proceeds of our offering we can purchase additional
equipment as well as acquire additional software support to be able to expand
our web presence.  This will require additional marketing dollars to be
able to increase our web based advertising to help drive business to our web
site.  Some of our current suppliers, such as Alan Graham Motoring
Accessories, Keystone Automotive Operations, Legacy Beyond Perfect Seat Covers,
Lund International, Inc. and MacNeil Automotive Products Ltd. offer accessories
for cars and we have notified them of our intention to expand our product
offering.  Additionally, we plan to seek relationships with car accessory
suppliers to be able to start offering additional products.  To this end,
we have contacted several suppliers including Matrix Racing, Inc., J&A Auto
Accessories, Import Tranz, LLC E&M Distributors, Inc. and New Level
Motorsports about their ability to drop ship and product lines.  Until this
offering is complete, we will limit our expansion plans since we do not have the
available resources to launch new product lines.  Accordingly, we would
expect our revenues to continue at the present levels until we have the capital
resources to more aggressively expand our operations.  Once our offering is
complete and we feel we have additional resources to pursue additional sites, we
will follow up with the above suppliers about offering their products on a
general automotive site.  At this time, no manufacturer or supplier, other
than those we currently have relationships with, have indicated a willingness to
supply us with general automotive supplies and until we have additional capital,
we feel it would be premature to explore more of a relationship with the
suppliers until our timing of such a web site is known.  Prior to our acquisition of the aftermarket
accessories business, the management of Aftermarket Express, Inc. engaged in
very little marketing or support activity and were able to generate sales by web
searches, word of mouth and repeat customers.  We are hopeful that with an
increased focus from management and additional marketing dollars, we will be
able to increase sales leading to profitable operations.  This will require
focusing more on the methods of attracting customers to a web site and will
require placements with web search engines, appearances at auto shows and
advertising in specialty magazines.  Currently, even with the proceeds of
this offering, we will be limited on the amount of marketing we will be able to
complete.  However, we are hopeful that initial efforts with the proceeds
of this offering will allow us to determine the most effective advertising and
marketing methods and allow us to focus on these areas.   Results of Operations  We continued to lose money during the three
months ended March 31, 2008, with a net loss of $27,915 compared to a loss of
$15,471 for the three months ended March 31, 2007.  We had sales of $50,732
for the three months ended March 31, 2008 compared to sales of $66,012 for the
three months ended March 31, 2007.  Without additional revenue, we will
continue to suffer losses as our sales are currently not high enough to cover
our fixed expenses, particularly general and administrative.  Our general
and administrative includes the cost of our employee and office lease.  Our
general and administrative costs continued to increase as we started work on
analyzing a new computer system, moved into a new office with the space to
expand and incurred new audit and legal expenses.  We would expect employee
costs to increase in the future as we expand operations and require additional
personnel.   General and administrative expenses increased from the
March 31, 2007, quarter to the March 31, 2008 quarter as a result of filing fees
of $3,400 and accounting fees of $3,000 associated with the companys SEC
filings.  Currently, our president, Adam Anthony, is not taking a salary
which is helping to reduce employee expenses.  Our legal and professional
fees which include our audit and accounting fees continued to increase.
 For the three months ended March 31, 2008, our legal and professional fees
were $3,652 which were primarily associated with the audit and legal costs of
our registration statement filed with the SEC.  We expect legal and
accounting fees will continue for the foreseeable future and we expect them to
remain at current levels.  Revenues were generated through our web
site purchased in September 2006.  We did not engage in any additional
marketing or advertising as we focused on revising our web site and marketing
plan.  As a result of changes made to our product offerings and delays in
increasing prices we had a net loss in gross profits.  We do not anticipate
this to occur in the future as the product mix has been revised and prices
increased.  Since we are not a manufacturer of the
products we sell and we buy from suppliers, our cost of goods sold is somewhat
out of our hands and we have limited markup capabilities if we want to stay
price competitive.  On all products we carry, we perform a market analysis
of the product and competing product prices both online and in available stores.
 This analysis can generally be performed online without much difficulty.
 Once a price point for a product is determined, we try and set the price
at a competitive level, often matching competitors prices or slightly reducing
our price over a competitor.  Since we typically have no inventory carrying
cost, we generally can be competitive on price point.  Generally, our
prices will be a double of our cost of goods except in instances where that
particular product is widely available for less than double our cost.  If a
product is widely available for less than double our cost, we typically match
the lowest regular sale prices available.  As with most retail and online
stores, we have to rely on higher sales volumes and keeping control of our other
expenses to make a profit.  We anticipate cost of goods sold to return
to historical levels in future quarters as we revised our product mix and
increased prices to match increase from our vendors.  We are also reviewing
our cost structure to see if there are areas we can reduce expenses why we try
and reach profitability.  Liquidity and Capital Resources  As of March 31, 2008, we had a working
capital deficit of $50,902.  We are hopeful with the proceeds from equity
sales along with a focus on our sales activity that we will be able to eliminate
our working capital deficit this year.  However, our ability to reduce our
working capital deficit will be based on our ability to raise additional capital
and increase our sales.  Liabilities increased during the quarter from
December 31, 2007, as a result of charges for cost of goods sold in 2007 which
were not received by the Company and booked until the first quarter of 2008 and
a Loan from stockholders in the amount of $21,000.  The stockholder loans
were similar to prior loans from our stockholders,  are due and payable in
February 2009 and bear interest at the rate of 10% per annum.  Additionally
under the terms of the notes, the Company may borrow up to $40,000 from one
stockholder and $20,000 from the other.  Our primary source of liquidity in the past
has been cash provided by debt instruments and operating activities.  Our
working capital needs over the next 12 months consist primarily of marketing,
software and equipment purchases, debt repayment and administrative expenses.
  We are hopeful that with changes made to the business from that of
the prior owners over the last several months, we will be able to meet our
ongoing needs and rely on the proceeds of our offering for additional marketing,
software and equipment purchases.  If our efforts to increase sales are not
successful, we will  have to obtain
additional financing.  Presently, we do not feel bank financing is feasible
and believe we would have to rely on loans from existing stockholders and
management or further equity offerings.  At this time there are no
commitments from any parties to provide further financing.  Off-Balance Sheet Arrangements  We have no off balance sheet arrangements as of March 31,
2008.  Forward-looking Statements  The Private Securities Litigation Reform
Act of 1995 (the Act) provides a safe harbor for forward-looking statements
made by or on behalf of our Company. Our Company and our representatives may
from time to time make written or oral statements that are forward-looking,
including statements contained in this Quarterly Report and other filings with
the Securities and Exchange Commission and in reports to our Companys
stockholders. Management believes that all statements that express expectations
and projections with respect to future matters, as well as from developments
beyond our Companys control including changes in global economic conditions are
forward-looking statements within the meaning of the Act. These statements are
made on the basis of managements views and assumptions, as of the time the
statements are made, regarding future events and business performance. There can
be no assurance, however, that managements expectations will necessarily come
to pass. Factors that may affect forward- looking statements include a wide
range of factors that could materially affect future developments and
performance, including the following:  Changes in Company-wide strategies, which
may result in changes in the types or mix of businesses in which our Company is
involved or chooses to invest; changes in U.S., global or regional economic
conditions, changes in U.S. and global financial and equity markets, including
significant interest rate fluctuations, which may impede our Companys access
to, or increase the cost of, external financing for our operations and
investments; increased competitive pressures, both domestically and
internationally, legal and regulatory developments, such as regulatory actions
affecting environmental activities, the imposition by foreign countries of trade
restrictions and changes in international tax laws or currency controls; adverse
weather conditions or natural disasters, such as hurricanes and earthquakes,
labor disputes, which may lead to increased costs or disruption of
operations.  This list of factors that may affect future
performance and the accuracy of forward-looking statements is illustrative, but
by no means exhaustive. Accordingly, all forward-looking statements should be
evaluated with the understanding of their inherent uncertainty.   Item 3.  Quantitative and Qualitative Disclosures
About Market Risk.  NA-Smaller Reporting Company  Item 4T.  Controls and Procedures.  Evaluation of Disclosure Controls and
Procedures  Our
management, with the participation of our President and CFO, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our President and CFO
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms and (ii) accumulated and
communicated to our management, including our President and CFO, as appropriate
to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.   Managements Report on Internal Control
over Financial Reporting  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United States.   Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only
reasonable assurance of achieving their control objectives.   Our
management, with the participation of the President and CFO, evaluated the
effectiveness of our internal control over financial reporting as of March 31,
2008.  Based on this evaluation, our management, with the participation of
the President and CFO, concluded that, as of March 31, 2008, our internal
control over financial reporting was effective.  Changes in internal control over
financial reporting  There have been no changes in internal control over
financial reporting.  PART II - OTHER INFORMATION  ITEM 1.  Legal Proceedings   None  ITEM 2.  Unregistered Sales of Equity Securities
and Use of Proceeds  Recent Sales of Unregistered
Securities  We have not sold any restricted
securities during the three months ended March 31, 2008.  Use of Proceeds of Registered Securities  None.  Purchases of Equity Securities by Us and Affiliated
Purchasers  During the three months ended March 31, 2008, we have not
purchased any equity securities nor have any officers or directors of the
Company.  ITEM 3.  Defaults Upon Senior Securities  We are not aware of any defaults upon senior
securities.  ITEM 4.  Submission of Matters to a Vote of
Security Holders  No matters were submitted to a vote of security holders
during the quarter ended March 31, 2008.  ITEM 5.  Other Information.  None  ITEM 6.  Exhibits   (a) Exhibits.  The following exhibits are filed herewith or are
incorporated by reference to exhibits previously filed.  Exhibit # Title of
Document Location  3 (i) Articles of
Incorporation Incorporated by reference*  3 (ii) Bylaws Incorporated by reference*  4 Specimen
Stock Certificate Incorporated by reference*  10.1 Promissory
Note-Ascendiant This Filing  10.2 Promissory
Note-Holmes This Filing  31 Rule
13a-14(a)/15d-14a(a) Certification  CEO & CFO This filing  32 Section 1350
Certification  CEO & CFO This filing ______________ *Incorporated by reference from the original filing of
Aftermarket Enterprises, Inc. registration statement on Form SB-2, file number
333-141676, filed on March 30, 2007.    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.  Aftermarket Enterprises,
Inc. (Registrant)  Date:                 
15 May ____,
2008 By:  /s/ Adam Anthony Adam
Anthony, CEO, Principal Accounting Officer
and Director