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 June 30, 2010


[ ] 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)

            933 S. 4th Street, Unit A, Grover Beach, CA 93433
         --------------------------------------------------------
         (Address of principal executive offices)      (Zip Code)

                             (805) 457-6999
           ----------------------------------------------------
           (Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act
                                                           Yes [ ]   No   [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act
                                                           Yes [X]   No   [ ]

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 has submitted electronically
and posted on its corporate website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
                                                           Yes [ ]   No   [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S B is not contained herein, and 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 KSB or any amendment to
this Form 10 KSB.    [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 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   [ ]             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]

As of August 4, 2010, the Registrant had 2,776,996 shares of common stock
issued and outstanding.


<PAGE>


                       Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

                        Aftermarket Enterprises, Inc.
                             FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 June 30, 2010

   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.



                                      2
<PAGE>


                      AFTERMARKET ENTERPRISES, INC.
                       CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                         June 30, 2010
                                          (unaudited)       December 31, 2009
<S>                                      <C>                <C>
                 ASSETS

Current Assets
  Cash                                           6,195                 6,771
                                         ------------------------------------
  Total Current Assets                           6,195                 6,771
                                         ------------------------------------

TOTAL ASSETS                                     6,195                 6,771
                                         ------------------------------------

               LIABILITIES

Current Liabilities
  Accounts Payable                               3,696                 2,319
  Accrued Liabilities                            2,518                 3,005
  Loan Payable, Related Party                   13,000                13,000
  Sales tax payable                              1,088                     -
  Deferred Revenue                                   -                   225
                                         ------------------------------------

      Total Current Liabilities                 20,302                18,549
                                         ------------------------------------

      STOCKHOLDERS' 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;
2,776,996 issued and outstanding)                2,777                 2,777

Additional Paid-in Capital                     187,853               187,853
Accumulated Deficit                           (204,737)             (202,408)
                                         ------------------------------------

Total Stockholder's Equity (Deficit)           (14,107)              (11,778)
                                         ------------------------------------

Total Liabilities and Stockholders'
Equity (Deficit)                                 6,195                 6,771
                                         ====================================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      3
<PAGE>


                       AFTERMARKET ENTERPRISES, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                             Three months ended         Six months ended
                            06/30/10     06/30/09     06/30/10     06/30/09
                          ------------ ------------ ------------ ------------
<S>                       <C>          <C>          <C>          <C>
Revenues
   Sales (net of returns)      26,680       23,821       56,927       48,418
   Cost of Goods Sold          18,056       20,540       37,001       35,639
                          ------------ ------------ ------------ ------------
Gross Profit                    8,604        3,281       19,926       12,779

Expenses

   Amortization Expense             -        2,968            -        5,936
   Credit Card Discount         1,198        1,028        2,413        2,116
   Payroll Expense                  -            -            -            -
   Other General &
     Administrative             7,214        4,745       19,842       25,921
                          ------------ ------------ ------------ ------------
                                8,412        8,741       22,255       33,973
                          ------------ ------------ ------------ ------------

Income/(Loss) from
  Operations                      192       (5,460)      (2,329)     (21,194)

Other income/expense:               -            -            -            -
Interest Income                     -            -            -            -
Interest Expense                    -            -            -            -
Penalties and Settlements           -            -            -            -
                          ------------ ------------ ------------ ------------

Provision for State Taxes           -            -            -            -

                          ------------ ------------ ------------ ------------
Net Profit/(Loss)                 192       (5,460)      (2,329)     (21,194)
                          ------------ ------------ ------------ ------------

Net gain/(loss) per
  common share                   0.00        (0.00)       (0.00)       (0.01)
                          ------------ ------------ ------------ ------------

Weighted average number
  of common shares
  outstanding               2,776,996    2,776,996    2,776,996    2,776,996
                          ------------ ------------ ------------ ------------

</TABLE>



  The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>


                      AFTERMARKET ENTERPRISES, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                        6 months ended       6 months ended
                                           6/30/10              6/30/09
<S>                                   <C>                  <C>
Operating Activities
Net Income/loss                       $          (2,329)   $         (21,194)
Prior period loss adjustment restated
Adjustment for items not
 involving cash:
  Amortization expense                                0                5,936
  Deferred Revenue                                    0                    0
  Shares for service                                  0                    0
                                      ---------------------------------------
Change in non-cash working
  capital items:                                 (2,329)             (15,258)

  (Increase) decrease in other
    current assets                                 (894)             (10,501)
  Increase (decrease) in accounts
    payable                                       1,377                5,941
  Increase (decrease) in accrued
    liabilities                                    (487)                 112
  Increase (decrease) in loan payable,
    related party                                     0                    0
  Increase (decrease) in sales tax
    payable                                       1,088                    0
  Increase (decrease) in deferred
    revenue                                        (225)                   0
                                      ---------------------------------------
Cash provided by (used in)
  operating activities                             (576)             (19,706)

Investing Activities
   None                                               -                    -
Cash used in investing activities                     -                    -

Financing Activities
   Proceeds from loan(s) payable -
     related party                                    -                    -
   Proceeds from sale of common stock
   Payment of loan(s) payable -
     related party
Cash provided by financing activities                 -                    -

Increase (decrease) in cash position               (576)             (19,706)

Cash position at beginning of period              6,771               22,974
                                      ---------------------------------------

Cash position at end of period        $           6,195    $           3,268
                                      =======================================
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

                       Aftermarket Enterprises, Inc.
                Notes to Consolidated Financial Statements
                              June 30, 2010
                               (Unaudited)


NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Aftermarket Enterprises,
Inc. (the Company) is presented to assist in understanding the Company's
financial statements. These accounting policies conform to accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the accompanying consolidated
financial statements.

Business Activity
Aftermarket Enterprises, Inc. (the Company) is a Nevada corporation organized
on August 4, 2006 to market and sell aftermarket automotive products through
the Internet.  On May 12, 2004, Everything SUV, LLC was organized to sell
aftermarket automotive products for SUV's through the Internet.  On July 24,
2006, all rights, titles and interests to any and all memberships and
ownership interests in Everything SUV, LLC were transferred to Aftermarket
Express, Inc.  The Company acquired all the outstanding shares of common
stock of Aftermarket Express, Inc. on September 1, 2006 in a business
combination.  The Company has elected a fiscal year end of December 31st.
All intercompany balances have been eliminated on consolidation.

Cash and Cash Equivalents
The Company considers all highly-liquid instruments with a maturity of three
months or less to be cash equivalents. The Company had $6,195 in cash and
cash equivalents at June 30, 2010.

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.

Revenue Recognition
The Company recognizes revenue from product sales when the following four
revenue recognition criteria are met: persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the selling
price is fixed or determinable, and collectability is reasonably assured.
Product sales and shipping revenues are recorded when the products are
shipped and title passes to customers.  The customer's credit card is
authorized at the time the order is placed, thereby providing reasonable
assurance of collectability.  The credit card is then charged for the amount
of the sale when the product is shipped from the supplier. Our suppliers
notify us via email when orders have been shipped and, with rare exceptions,
all orders for merchandise that is in stock are shipped within 48 hours of
the time of the order. Delivery to the customer is deemed to have occurred
when the product is shipped from the supplier.

Return/Refund Policy
Customers may return/exchange their merchandise within 30 days of the sale
unless the item is embroidered or otherwise customized, in which case all
sales are final. Return shipping charges are the responsibility of the
customer unless an error has been made on our part. The return of certain
items may incur a restocking fee.  If so, the customer is made aware at the
time of the sale.  Refunds for returned merchandise are processed promptly
upon confirmation of receipt of the returned merchandise in like-new
condition, less any applicable restocking and/or shipping charges. Our
revenues and costs of goods sold are reported without making an allowance for
returned merchandise due to the fact that our return rate is less than one
half of one percent of gross revenue.

Advertising
The Company expenses advertising costs as incurred.  There were no
advertising costs incurred during the fiscal quarter ending June 30, 2010.

Shipping and Handling Costs
Shipping and handling costs are included in cost of sales.


                                      6
<PAGE>


                       Aftermarket Enterprises, Inc.
                Notes to Consolidated Financial Statements
                              June 30, 2010
                               (Unaudited)

Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share.
Basic earning per common share ("EPS") calculations are determined by
dividing net income by the weighted average number of shares of common stock
outstanding during the year. Diluted earning per common share calculations
are determined by dividing net income by the weighted average number of
common shares and dilutive common share equivalents outstanding. During
periods when common stock equivalents, if any, are anti-dilutive they are not
considered in the computation.


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 $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

None.


NOTE 4  RELATED PARTY TRANSACTIONS

As of June 30, 2010, the Company had received loans totaling $13,000 from
the Company's President, Adam Anthony.  These loans are non-interest bearing
and are due upon demand.


NOTE 5  WEBSITE

We receive all of our revenues through our website.  Once the order is
received from the website, the customer's credit card is authorized for the
total cost of the sale, including shipping and handling.  Upon successful
authorization of the credit card, the order is sent to the appropriate
supplier via email.  Upon confirmation that the order has been shipped by the
supplier, the customer's credit card is charged for the full value of the
sale. If the item is not available for immediate shipment, electronic
communication is sent to the customer informing them of any delays.

The value of our website has been fully ammortized over time.  The
ammortization schedule is as follows:

Year              Initial Value              Accumulated Ammortization
                  $     35,610
2006                                                 $  3,957
2007                                                   11,872
2008                                                   11,872
2009                                                    7,911
12/31/09          $     35,610                       $ 35,612*

*the discrepancy between initial value and Accumulated Ammortization is
attributable to rounding done for reporting purposes only.


NOTE 6  INCOME TAXES

The Company follows FASB ASB 740-10, "Income Taxes" for recording the
provision for income taxes.  Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax
basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled.  Deferred income tax expenses or benefits are based on the changes
in the asset or liability each


                                     7
<PAGE>


                       Aftermarket Enterprises, Inc.
                Notes to Consolidated Financial Statements
                              June 30, 2010
                               (Unaudited)

period.  If available evidence suggests that it is more likely than not that
some portion or all of the deferred tax assets will not be realized, a
valuation allowance is required to reduce the deferred tax assets to the
amount that is more likely than not to be realized.  Future changes in such
valuation allowance are included in the provision for deferred income taxes
in the period of change.

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods.  Deferred taxes are classified as current or non-
current, depending on the classification of assets and liabilities to which
they relate.  Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.

NOTE 7  GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern.  The ability of the
Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable.  If
the Company is unable to obtain adequate capital, it could be forced to cease
operations.

In order to continue as a going concern, the Company will need, among other
things, additional capital resources.  Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses,
and (2) seeking out and completing a merger with an existing operating
company.  However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations.  The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue
as a going concern.

NOTE 8  STOCKHOLDERS EQUITY

We have 100,000,000 shares of stock authorized for issuance, consisting of
10,000,000 preferred and 90,000,000 common.

Currently there are no shares of preferred stock issued or outstanding.

As of December 31, 2006, there were 1,100,000 shares of common stock issued
and outstanding.

During the fiscal year 2007, 492,452 shares of common stock were issued in
connection with the conversion of outstanding promissory notes into common
stock.

As of December 31, 2007, there were 1,592,452 shares of common stock issued
and outstanding.

During the fiscal year 2008, we issued 1,054,544 shares of common stock for
cash of $126,485 and 130,000 shares for consulting services valued at $3,900.

As of December 31, 2009, there were 2,776,996 shares of common stock issued
and outstanding.

As of March 31, 2010, there were 2,776,996 shares of common stock issued and
outstanding.

As of June 30, 2010, there were 2,776,996 shares of common stock issued and
outstanding.

                                       8
<PAGE>

                       Aftermarket Enterprises, Inc.
                Notes to Consolidated Financial Statements
                              June 30, 2010
                               (Unaudited)


NOTE 9  RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

The Company has evaluated all recent accounting pronouncements through the
issuance of these financial statements and does not expect that the adoption
of any of these changes will have a material impact on the Company's
financial position, or statements.


NOTE 10  SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date
through the issuance of these financial statements and has determined that
there are no items to disclose.





                                    9
<PAGE>


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 six month periods ended June 30, 2010, to the items disclosed as
significant accounting policies since the Company's last audited financial
statements for the year ended December 31, 2009.

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. 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.



                                      10
<PAGE>


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 Operations

We have an established web store presence and supplier relationships in the
aftermarket SUV accessories marketplace.  This presence was obtained through
the purchase of the website and related business of Aftermarket Express, Inc.
Currently, our product line focuses on the SUV marketplace.

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.  Management believes with a more aggressive marketing
approach, our online presence can be expanded and sales can be increased.


Results of Operations

We earned a profit of $192 during the three months ended June 30, 2010,
compared to a loss of $5,460 for the three months ended June 30, 2009.   For
the six months ended June 30, 2010, we had a net loss of $2,329 compared to a
net loss for the six months ended June 30, 2009, of $21,194.  We had sales of
$26,660 for the three months ended June 30, 2010 compared to sales of $23,821
for the three months ended June 30, 2009.  For the six months ended June 30,
2010, we had sales of $56,927 compared to sales for the six months ended June
30, 2009, of $48,418.  Our profits and increased revenue are attributable
primarily to an increase in prices and corresponding increased gross profit
combined with cost cutting measures previously taken.  We expect our legal
and professional fees, which include our audit and accounting fees, will
continue for the foreseeable future and we expect them to remain at current
levels.


                                      11
<PAGE>


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. We anticipate sales to continue to
be lower than last year, although we are taking steps to increase our website
traffic and sales.

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 if possible.  Since we typically have no inventory carrying cost,
we generally can be competitive on price point.  Generally, our prices
reflect a gross margin of an average of 25% to 35%.  If a product is widely
available at a price that forces us to sell it for less than a gross profit
of 30%, we will still offer the product for sale but only if there is minimal
customer service activity associated with the sale.  As with most retail and
online stores, we have to minimize all other expenses in order to have a
chance to make a profit.


Liquidity and Capital Resources

As of June 30, 2010, we had working capital deficit of $14,107.   It is
possible that we will need to raise additional capital to cover ongoing
losses until we are able to increase our sales.  We have reduced expenses to
the lowest possible level and believe that we will be able to cover or nearly
cover costs for the next quarter.  However, even with reducing expenses, we
still face severe challenges and may need additional capital if sales cannot
be maintained or grown at a level that allows us to pay for all expenses of
operation as they occur.

Our primary source of liquidity in the past has been cash provided by debt
instruments and operating activities.  If our efforts to increase sales are
not successful, and if the reduction to expenses do not result in profits
from current sales levels, or if current sales levels unexpectedly drop, 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 June 30, 2010.



                                      12
<PAGE>


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



                                      13
<PAGE>


Item 4.  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 in accordance with 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
June 30, 2010.  Based on this evaluation, our management, with the
participation of the President and CFO, concluded that, as of June 30, 2010,
our internal control over financial reporting was effective. Given we have
only one officer that serves as President and CFO, our controls are limited
by the lack of personnel and segregation of duties.  As we grow our business
we will be actively looking at how to segregate our duties to provide better
controls, however, based on our current operations, management believes our
internal controls are effective.


Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting.


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                        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
June 30, 2010.


Use of Proceeds of Registered Securities

On April 15, 2008, the SEC declared our registration statement effective,
file no. 333-141676.  On August 11, 2008, we closed our offering under the
registration statement having sold 1,054,545 shares of our common stock for
gross proceeds of $126,545.  Cost of the offering was $60 leaving net
proceeds of $126,485.  No commissions were paid to anyone.  No officer or
director received any of the proceeds of the offering.  We have used the
proceeds of the offering to repay $21,995 in indebtedness and $51,632 of
accounts payable.  The balance of the proceeds were used to purchase
equipment and software and for marketing.


Purchases of Equity Securities by Us and Affiliated Purchasers

During the three months ended June 30, 2010, 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.  Removed and Reserved



ITEM 5.  Other Information.

None



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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*

21            Subsidiaries of Registrant         This filing

31            Rule 13a-14(a)/15d-14a (a)         This filing
              Certification - CEO & CFO

32            Section 1350 Certification -       This filing
              CEO & CFO

______________
*Incorporated by reference from the original filing of Aftermarket
Enterprises, Inc.'s 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:  August 14, 2010         By:  /s/ Adam Anthony
       ---------------              ---------------------------------------
                                    Adam Anthony, CEO, Principal Accounting
                                    Officer, CFO and Sole Director



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