0


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 September 30, 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)





568 Saint Vincent, Irvine,
CA 92618


(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.


2,776,996 shares of $0.001
par value common stock on November 11, 2008





1


Part
I - FINANCIAL INFORMATION





Item
1. Financial Statements


Aftermarket
Enterprises, Inc.


FINANCIAL
STATEMENTS


(UNAUDITED)


September
30, 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.





2


AFTERMARKET
ENTERPRISES, INC.


CONSOLIDATED
BALANCE SHEETS





September
      30,
              2008
            December
      31, 2007(Unaudited)ASSETSCurrent
      assetsCash
            $49,706
            $          549Other
      current assets
            2,617
            1,057Total
      current assets
            52,323
            1,606Website
      (net of amortization of $24,731 at September 30, 2008 and $15,827 at
      December 31, 2007)
            10,879
            19,783Total
      assets
            $63,202
            $21,389LIABILITIESCurrent
      liabilitiesAccounts
      payable
            $ 21,513
            $25,625Accrued
      liabilities
            375
            1,936Total
      liabilities
            21,888
            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; 2,646,997 and
      1,592,452 shares issued and outstanding at  September 30, 2008
      and December 31, 2007 , respectively)
            2,647
            1,592Additional
      paid in capital
            184,083
            58,653Accumulated
      deficit
            (145,416)
            (66,417)Total
      stockholders’ equity (deficit)
            41,314
            (6,172)Total
      liabilities and stockholders’ equity (deficit)
            $            63,202
            $21,389





See
Accompanying Notes to the Financial Statements.
 3


AFTERMARKET
ENTERPRISES, INC.


UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS


for
the Three and Nine Months Ended September 30, 2008 and 2007





Three
      Months Ended September 30, 2008
              Three  Months  ended
      September 30, 2007
              Nine
      Months   ended September  30,
2008
              Nine
      Months  ended  September 30, 2007RevenuesSales
      (net of returns)
              $             30,949
              $           75,362
              $        118,440
              $       204,590Costs
      of goods sold
              24,708
              59,454
              102,792
              154,767Gross
      profit
              6,241
              15,908
              15,648
              49,823ExpensesAmortization
      expense
              2,968
              2,968
              8,904
              8,904Credit
      card discounts
              1,590
              3,148
              5,478
              6,757Payroll
      expenses
              -
              7,810
              6,695
              28,521Other
      general & administrative
              19,221
              9,693
              42,166
              29,656Legal
      and professional fees
              20,812
              11,961
              30,035
              27,91244,591
              35,580
              93,278
              101,750Loss
      from operations
              (38,350)
              (19,672)
              (77,630)
              (51,927)Interest
      income
              39
              -
              51
              -Interest
      expense
              (394)
              (1,640)
              (996)
              (3,909)Penalties
      and settlements
              -
              -
              (424)
              -Provision
      for income taxes
              -
              -
              -
              -Net
      loss
              $         (38,705)
              $        (21,312)
              $        (78,999)
              $      (55,836)Net
      loss per common share
              $              (0.02)
              $             (0.02)
              $            (0.05)
              $           (0.05)Weighted
      average number of common shares used in calculation
              1,798,776
              1,100,000
              1,661,729
              1,100,000





See
Accompanying Notes to the Financial Statements.
 4





AFTERMARKET
ENTERPRISES, INC.


UNAUDITED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


For
the Nine Months ended September 30, 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)Stocks
      sold for cash, net of expenses
              1,054,545
              
              1,055
              
              125,430
              
              -
              
              126,485Net
      loss for period
              -
              
              -
              
              -
              
              (78,999)
              
              (78,999)Balance,
      September 30, 2008
              2,646,997
              
              $       2,647
              
              $        184,083
              
              $    (145,416)
              
              $           41,314


See
Accompanying Notes to the Financial Statements.
 5


AFTERMARKET
ENTERPRISES, INC.


UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS


For
the Nine Months ended September, 2008 and 2007





Nine
      months Ended September 30, 2008
                    Nine
      months Ended  September  30, 2007Cash
      Flows from Operating ActivitiesNet
      loss
                    $           (78,999)
                    $           (55,836)Adjustment
      for items not involving cash:Amortization
      expense
                    8,903
                    8,903Accrued
      interest
                    -
                    782Change
      in non-cash working capital items:(Increase)
      decrease in other current assets
                    (1,560)
                    89Increase
      (decrease) in accounts payable
                    (4,112)
                    16,920Increase
      (decrease) in accrued liabilities
                    (1,560)
                    1,908Cash
      used in operating activities
                    (77,328)
                    (27,234)Cash
      Flow from Financing ActivitiesProceeds
      from loan payable – stockholders
                    -
                    (31,118)Proceeds
      from sale of common stock
                    126,485
                    49,245Cash
      provided by  financing activities
                    126,485
                    18,127Increase
      (decrease) in cash position
                    49,157
                    (9,107)Cash
      position at beginning of period
                    549
                    14,727Cash
      position at end of period
                    $49,706
                    $                5,620Supplemental
      Information:Stock
      issued for conversion of debt
                    $                        -
                    $              49,245





See
Accompanying Notes to the Financial Statements.
 6


AFTERMARKET
ENTERPRISES, INC.


NOTE TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


For the
Nine Months ended September 30, 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 consolidated financial statements present the balance sheet, statements
of operations, stockholders’ deficit 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 September 30, 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 $49,706 in cash at September 30, 2008.





Offering





On August
12, 2008, the Company completed the sale of 1,054,545 shares of stock at a price
of $.12 per share for proceeds of $126,485, net of selling expenses of
$60.





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





None.





Note
      4
            Related
      Party Transactions





As of
June 30, 2008, the Company had received loans totaling $21,000 from stockholders
of the Company.  These loans had an interest rate of 10% per
year.  Upon the closing of the Company’s offering on August 12, 2008,
these loans and all interest due on them were paid in full.


7


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 September 30,
2008, 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. 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 Operations





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.  Since purchasing
the business, we have implemented an outbound email follow up activity to better
communicate with our existing customers.  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 and
to implement targeted marketing campaigns for certain specific
products.  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 and the emerging market for hybrid vehicles. 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.





Since our
technology and systems are not product specific, we believe we can duplicate our
model for use in retailing new product lines.  With the exception of
website development and maintenance, we do not feel our operating costs 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
sites.  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.  We are limited in our finances to be able to
expend the marketing dollars we would like.  We will, however, try and
devote as much available funds to additional marketing efforts as we have
available.





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.  We are limited on the amount of marketing we will be able
to complete given current funding but are hopeful we will be able to grow our
business and move into a cash flow positive position in upcoming
quarters.


8





Results
of Operations





We
continued to lose money during the three months ended September 30, 2008, with a
net loss of $38,705 compared to a loss of $21,312 for the three months ended
September 30, 2007.   For the nine months ended September 30,
2008, we had a net loss of $78,999 compared to a net loss for the nine months
ended September 30, 2007, of $55,836.  We had sales of $30,949 for the
three months ended September 30, 2008 compared to sales of $75,362 for the three
months ended September 30, 2007.   We believe sales decreased due
to the general economic conditions faced by consumers as the general economy
faltered.  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 which include our office expenses and
the cost of one part time customer service representative.  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.





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 decrease
in gross profits.  We do not anticipate this to occur in the future as
the product mix has been revised and prices increased.  We have,
however, experienced a decrease in sales as a result of delays in
marketing.  We anticipate sales to continue to be lower than last year
until we secure additional funds to be able to expand our product mix to attract
potential new customers.  This is particularly important as the
economy in general has slowed.





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 35% to 40%.  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 rely on higher sales volumes and
keeping control of our other expenses to make a profit.





Liquidity
and Capital Resources





As of
September 30, 2008, we had a working capital of $30,435.  Our working
capital position improved as the result of raising $126,485 from the sale of our
common stock.  It is likely we will need to raise additional capital
to cover ongoing losses until we are able to increase our sales.  With
over a 50% decline in sales for the last three months, we are trying to reduce
expenses as we try and navigate the current economic downturn.  Even
with reducing expenses, we still face severe challenges with mounting losses and
will need additional capital if we cannot reduce expenses sufficiently to cover
losses.





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.   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 September 30, 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.




9





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 September
30, 2008.  Based on this evaluation, our management, with the participation
of the President and CFO, concluded that, as of September 30, 2008, 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.





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 September 30,
2008.





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 have been used to purchase equipment and software and for
marketing.  We still have $44,000 from the proceeds.





Purchases
of Equity Securities by Us and Affiliated Purchasers





During
the three months ended September 30, 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.





10


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
September 30, 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*





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.’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:                      November
14,
2008                                                                           By:  /s/ Adam
Anthony


Adam
Anthony, CEO, Principal Accounting


Officer
and Director








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