UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM 10-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended
      December 31, 2008  [ ]TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ________ to
__________  Commission File Number:
333-141676  Aftermarket Enterprises,
Inc. (Exact name of registrant as specified in
charter)  Nevada 20-5354797 State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization  933 S.
4th Street, Unit A, Grover Beach, California 93433 (Address
of principal executive
offices)                                                                 
  (Zip Code)   Issuer's telephone number, including area code: (805) 457-6999  Securities registered pursuant to section 12(b) of the Act:  Title of each class
                Name
of each exchange on which registered None
                                                       
            N/A  Securities registered pursuant to section 12(g) of the Act:  Common Stock, $0.001 par value (Title of class)  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 if disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained   1   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   ̈ (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]  State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was last sold, or the average bid and
asked prices of such common equity, as of the last business day of the
registrants most recently completed second fiscal quarter: The Registrants
shares trade on the OTCBB with no bid or ask price.  The shares trade very
sporadically and the bid price on any given day may not be indicative of the
actual price a stockholder could receive for their shares.  As of March 25, 2009, the Registrant had
2,776,996 shares of common stock issued and outstanding.  DOCUMENTS INCORPORATED BY REFERENCE  List hereunder the following documents if incorporated by
reference and the part of the Form 10-K (e.g., part I, part II, etc.) into which
the document is incorporated:  (1) Any annual report to security holders;
(2) Any proxy or other information statement; and (3) Any prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933:  NONE    2    PART I  ITEM 1. BUSINESS  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 financial condition, results
of operations, business strategies, operating efficiencies or synergies,
competitive positions, growth opportunities for existing products, plans and
objectives of management. Statements in this periodic report that are not
historical facts are hereby identified as forward-looking statements.  BUSINESS  Aftermarket Enterprises was incorporated in
August 2006 in the state of Nevada.  We were formed with the intention of
acquiring all of the assets and operations of Aftermarket Express, Inc. which
operates a web site called www.EverythingSUV.com and related
automotive accessories sales business.  The web site www.EverythingSUV.com was formed in 2002 to
sell automotive accessories over the internet.  In September 2006, we
acquired Aftermarket Express, Inc. which is now our wholly owned subsidiary.  Through our website, www.EverythingSUV.com, we sell automotive
accessories to owners of sport utility vehicles.  We maintain relationships
with approximately two dozen manufacturers and distributors who ship our orders
directly to our customers, enabling us to avoid the need to carry any inventory
for more than 99% of the products we currently sell.  We receive and process all of our orders
electronically.  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 fax or 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.  Since we do not
maintain an inventory, credit cards are not charged until shipment to assure the
manufacture has the item in stock for immediate shipment.  If the item is
not available for immediate shipment, electronic communication is sent to the
customer informing them of any delays.  In the event, although infrequent, that a
customer chooses to return an item, we promptly refund the charge to their
credit card upon notification from the supplier that the item has been received
back from the customer.  Market Overview  The industry that we are active in is
referred to as the Specialty Automotive Equipment Industry, and the companies
manufacturing products and/or providing services in our industry are called
specialty automotive equipment companies.  They can be grouped into one
of three major functional segments:  -  Specialty
Accessories and Appearance Products -  Racing and
Performance -  Wheels, Tires
and Suspension Components  We sell primarily products from the
Specialty Accessories and Appearance Products segment and we currently cater
specifically to the owners/drivers of sport utility vehicles.  The
Specialty Accessories and Appearance Products market segment includes interior
trim and accessories such as floor mats and dashboard trim kits, brush bars,
exterior side steps, cargo area liners, bug deflectors, restyling and appearance
products, specialty waxes and chemicals, graphics and decals, sunroofs and
others.    3   We believe most
consumers approach modifying their vehicles from one of four basic
perspectives:  - Maintaining the
vehicles value - Matching the vehicle to
their lifestyle - Improving the utility
value of the vehicle - Personalizing their
vehicle just to make it more unique  Business Strategy  Aftermarket currently operates out of an
office in Grover Beach, California which contains computers and other office
equipment necessary for the operation of the company.  Management believes
that this location will suffice to accommodate the operation of the company for
at least the next twelve months.  We believe that by increasing our website
traffic, we will increase our revenues and profits.  We are currently
testing a variety of traffic generation programs including:  - search engine
optimization programs, - outbound email
programs, - online
advertising, - Affiliate and
cross linking programs with other online retailers, and - traditional direct
mail.  The effectiveness of any of these tools can
be measured by its impact on the number of visitors to our site and ultimately
on sales and profits.  Those programs which increase traffic, sales and
profits beyond the cost of the program are continued.  Those which do not
are discontinued.  The number of visitors generated by these various tools
can be tracked by the reporting mechanism in the tool itself.  Our business strategy is to focus on
superior customer service, constantly striving to provide the most current
products available in the marketplace.  In addition, we will attempt to
consistently increase website traffic for all Aftermarket websites, to expand
into market segments that appear to be available to us, capitalize on existing
opportunities to cross promote and strive to maximize the dollar value of each
customer.  We strive to update our website as quickly
as possible whenever new products are released.  We buy 61% of our products
from three suppliers.  Surco, Inc. supplies 26% of our products, WAAG Los
Angeles supplies 22% of our products and Keystone Automotive Operations, Inc.
supplies 13% of our products.  Surco and Keystone are general distributors
that supply us with a wide range of products.  There are other general
distributors active in our industry that we also purchase products from.
 If either Surco or Keystone were to go out of business, refused to ship
products to our customers or our relationship with them was otherwise damaged,
we believe we could procure the products we need from other general
distributors.  WAAG is a specialty manufacturer of brush bars and grill
guards for trucks and sport utility vehicles.  If WAAG were to go out of
business, refused to ship products to our customers or our relationship with
them was otherwise damaged we would attempt to provide our customers with an
alternative brand of brush bars and/or grill guards.  However, if these
suppliers went out of business, if our relationships with them were damaged or
if they became unwilling to ship our orders directly to our customers and we
were unable to utilize other suppliers for the products they supply, our
business could be damaged.  Marketing and Promotion  We utilize search engine optimization
activities, email marketing, affiliate programs and various forms of online
advertising as part of our overall marketing effort.  Our marketing
strategy is designed to increase customer traffic to our website, drive
awareness of products and services we offer, promote repeat purchases and
develop incremental product revenue opportunities.    4   Competition  The environment for our products and
services is intensely competitive. Our current and potential competitors
include: (1) brick and mortar retailers, catalog retailers, publishers,
vendors, distributors and manufacturers of our products, many of which possess
significant brand awareness, sales volume, and customer bases, and some of which
currently sell, or may sell, products or services through the Internet, mail
order, or direct marketing; (2) other online e-commerce sites; (3) a
number of indirect competitors, including media companies, Web portals,
comparison shopping websites, and Web search engines, either directly or in
collaboration with other retailers; and (4) companies that provide
e-commerce services, including website development; third-party fulfillment and
customer-service. We believe that the principal competitive factors in our
market segments include selection, price, availability, convenience,
information, discovery, brand recognition, personalized services, accessibility,
customer service, reliability, speed of fulfillment, ease of use, and ability to
adapt to changing conditions, as well as our customers overall experience and
trust in transactions with us.  We believe by bringing an assortment of
various products onto one web site geared to a niche market we can compete
effectively with the larger all encompassing sites.  However, due to the
number of competitors we will constantly face and with price pressures from such
competitors, we will have to be able to operate on small margins.  Other
companies also may enter into business combinations or alliances that strengthen
their competitive positions.  Intellectual Property  We currently own no intellectual
property.  Seasonality  Our business is affected by seasonality,
which historically has resulted in higher sales volume during our fourth
quarter.  Employees  The Company has no employees.  Orders
are processed by our President with support from a single independent contractor
on an as needed basis.   ITEM 2. PROPERTIES  The Company owns no properties and utilizes
office space located at 433 S. 4th Street, Unit A, Grover Beach,
California, which it rents on a month to month basis.  This arrangement is
expected to continue until and unless such time as the Company becomes involved
in a business venture which necessitates its relocation or grows to the extent
it requires more space than is currently available.  The Company has no
agreements with respect to the maintenance or future acquisition of the office
facilities.  ITEM 3. LEGAL PROCEEDINGS  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS  No matters were submitted to a vote of
stockholders of the Company during the fourth quarter of the fiscal year ended
December 31, 2008.   5    PART II  ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  The Company's Common Stock is quoted on the
OTC Bulletin Board, under the symbol AFTM.  The Companys common stock
has had no trading activity as of March 25, 2009.  Quarter
Ended High Bid Low Bid December
2008 n/a n/a September
2008 n/a n/a June
2008 n/a n/a March
2008 n/a n/a  Since its inception, the Company has not
paid any dividends on its Common Stock, and the Company does not anticipate that
it will pay dividends in the foreseeable future.  At March 25, 2009, the
Company had approximately 53 stockholders of record.  As of March 25, 2009,
the Company had 2,776,996  shares of its Common Stock issued and
outstanding.  Recent Sales of Unregistered Securities  The company issued 130,000 shares in
October to an online product marketing consultant for $3,900 worth of services.  ITEM 6 SELECTED FINANCIAL DATA Summary of Financial
Information  We had a net loss of $107,067 for the year
ended December 31, 2008.  At December 31, 2008, we had cash and cash
equivalents of $22,974 and working capital of $9,235.  The following table shows selected
summarized financial data for the Company at the dates and for the periods
indicated. The data should be read in conjunction with the financial statements
and notes included herein beginning on page F-1.  STATEMENT OF OPERATIONS DATA:  For the Year Ended
December 31, 2008
For the Year Ended
December 31,
2007Revenues
$
         143,344
$
           260,409Cost of Goods Sold
121,081
187,238General and Administrative Expenses
127,962
131,103Net Loss
(107,067)
(61,059)Basic Income (Loss) per Share
(.04)
(.04)Diluted Income (Loss) per Share
(.04)
(.04)Weighted Average Number of Shares
Outstanding
2,776,996
1,592,452   6    Weighted Average Number of Fully Diluted Shares
Outstanding
2,776,996
1,592,452BALANCE SHEET DATA:December 31, 2008
December 31,
2007Total Current Assets
$
           24,016
$
       1,606Total Assets
31,927
21,389Total Current Liabilities
14,781
27,561Working Capital
9,235
(25,955)Stockholders Equity (Deficit)
17,146
(6,172)  ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Plan of
Operation.  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.  Part of our overall objectives to increase
sales will be to expand our product line and website traffic.  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 will endeavor to have most, if not all, of our
suppliers drop ship directly from their warehouses to our customers.  It is our belief that once a CRM-capable
ecommerce 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.  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   7   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 would
expect our revenues to continue at the present levels until we have the capital
resources to more aggressively expand our operations.  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.  LIQUIDITY AND CAPITAL RESOURCES  As of December 31, 2007, we had a working
capital deficit of $25,955.  For the year ended December 31, 2008, we had
positive working capital of $9,235, primarily as a result of a common stock
offering which yielded us $126,485 in cash through the sale of 1,054,544 shares
of stock at a price of $.12 per share.  We are hopeful that we can increase
sales sufficient to cover our operating expenses.  However, depending on
how our business performs over the next several months, we may have to seek
additional capital in the future.  Our primary source of liquidity in the past
has been cash provided by our stock offering, debt instruments and operating
activities.  Our working capital needs over the next 12 months consist
primarily of marketing, legal and audit expenses.   We are hopeful
that with changes made to the business we will be able to meet our ongoing
needs.  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
shareholders and management or further equity offerings.  At this time
there exist no commitments from any parties to provide further financing. .  RESULTS OF OPERATIONS  We continued to lose money during the year
ended December 31, 2008, with a net loss of $107,067, compared to a loss of
$61,059 for the year ended December 31, 2007.  We had sales of $143,344 and
$260,409 for the years ended December 31, 2008 and December 31, 2007,
respectively.  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.  In response to the deteriorating
market that has resulted from the current economic conditions and surge in oil
and fuel prices that occurred during 2008, we have cut our general and
administrative expenses such that we are currently producing an operating profit
when legal and audit expenses are extracted.  We would expect employee
costs to increase in the future as we expand operations and require additional
personnel.  Currently, our president, Adam Anthony, is not taking a salary
which is helping to reduce employee expenses.  For the year ended December
31, 2008, our legal and professional fees were $49,621 which were primarily
associated with the audit and legal costs for our offering.  Although we
expect fees related to the offering will not be reoccurring, legal and
accounting fees will continue for the foreseeable future and we expect them to
remain at current levels.  We are currently not engaged in any fee based
marketing or advertising activities.  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENATRY
DATA  The financial statements of the Company are set forth
immediately following the signature page to this Form 10-K.  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  The Company has had no disagreements with its certified
public accountants with respect to accounting practices or procedures or
financial disclosure.  ITEM 9A(T).  CONTROLS AND PROCEDURES   8    Evaluation of Disclosure Controls and
Procedures  Our
management, which consists of one person and with the assistance of an outside
CPA firm, 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.
 This evaluation was made in light of the fact the Company has no
operations or revenue and limited cash on hand.   Managements Annual 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, which consists of one officer, with the participation of the outside
CPA, evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008.  In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework.   Further, our management considered the lack of
operations and revenue, the limited cash on hand, the limited transactions which
occur on a monthly basis and the use of an outside CPA firm which reconciles all
financial transactions prior to being delivered to our auditors.  Based on
this evaluation, our management, consisting of our sole officer, concluded that,
as of December 31, 2008, our internal control over financial reporting was
effective.  However, management recognized the weaknesses of inadequate
segregation of duties consistent with control objectives due to our small size
and limited resources but believes the use of an outside CPA firm, in addition
to our auditors, helps mitigate this potential weakness.  This annual report does not include an
attestation report of the Companys registered public accounting firm regarding
internal control over financial reporting.  Managements report was not
subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Security and Exchange Commission that permit
the Company to provide only managements report in this annual
report.  Changes in internal control over
financial reporting  There have been no changes in internal control over
financial reporting.  ITEM 9B.  OTHER INFORMATION  None  PART III     9   ITEM 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  The following table identifies our sole
director and executive officer:  Principal Occupation for Past Five Years
andName
Age
Current Public Directorships or
TrusteeshipsAdam Anthony
43
Mr. Anthony currently serves as our
sole officer in the position of president and director.
 Additionally, Mr. Anthony since April 2006 has served as the
 VP Corporate Finance, Ascendiant Capital Group, LLC which is a
business consulting company located in Irvine, California.  From
April 2004 through April 2006, Mr. Anthony was the executive
vice-president of mergers, acquisitions and corporate affairs for
PracticeXpert, Inc. of Calabasas, California which engaged in the
provision of medical billing and practice management services to
physicians.  From April 2003 through April 2004, Mr. Anthony was a
business consultant for PracticeXpert, Inc.  Prior to joining
PracticeXpert, Inc., from January 2001 to April 2003, Mr. Anthony was the
CEO of Thaon Communications of Los Angeles California which was primarily
involved in the placement of direct response advertising and the marketing
of various general consumer products via infomercials.  Mr. Anthony
received his bachelors degree in business administration from Saginaw
Valley State University in University Center, Michigan.  Mr. Anthony
is not an officer or director of any other public
companies. Mr. Anthony was employed by Thaon
Communications whos wholly owned subsidiary PTS TV, Inc. filed for chapter 7
bankruptcy protection.  At the time of the filing, Mr. Anthony was also
acting as the CEO of the subsidiary in addition to his responsibilities for
Thaon Communications.  The bankruptcy was filed in December 2002 and
discharged in February 2005.  Except as indicated below, to the knowledge
of management, during the past five years, no present or former director, or
executive officer of the Company:  (1)
 filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;  (2)  was
convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses);  (3)  was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following
activities:  (i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;  (ii)
engaging in any type of business practice; or  (iii)
 engaging in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;  (4)  was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring, suspending, or
otherwise limiting for more than 60 days the right of such person to   10   engage in any
activity described above under this Item, or to be associated with persons
engaged in any such activity;  (5)  was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.  (6)  was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or vacated.  COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT  The Company is not aware of any other late
reports filed by officers, directors and ten percent stockholders.    ITEM 11.  EXECUTIVE COMPENSATION  SUMMARY COMPENSATION TABLE  The following table sets forth, for the
fiscal years indicated, all compensation awarded to, earned by or paid to
Aftermarket's chief executive officer and each of the other executive officers
that were serving as executive officers at December 31, 2008 (collectively
refered to as the "Named Executives").  No other executive officer serving
during 2008 received compensation greater than $100,000. Summary Compensation Table  Name and
Principal Position
Year
Salary
Bonus
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation
All
OtherCompensation
TotalAdam
2007
--
--
--
--
--
--
--Anthony, CEO
2008
--
--
--
--
--
--
--   Option/SAR Grants in Last Fiscal
Year  There were no stock option or SAR Grants in
fiscal 2007 or 2008  Stock Option Exercise  None of the named executives exercised any
options to purchase shares of common stock in fiscal 2007 or 2008. Long-Term Incentive Plan
(LTIP)  There were no awards granted during fiscal
years 2007 or 2008 under a long-term incentive plan. Board of Directors
Compensation Each director may be paid his expenses,
if any, of attendance at each meeting of the board of directors, and may be paid
a stated salary as director or a fixed sum for attendance at each meeting of the
board or directors or both.  No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefore. We   11   did not
compensate our directors for service on the Board of Directors during fiscal
2008.  No other compensation arrangements exist between
Aftermarket and our sole director.  Employment Contracts and Termination of
Employment and Change-in-Control Arrangements  Aftermarket does not have any employment
contracts with our executive officers.  No other compensatory plan or
arrangements exist between Aftermarket and our executive officers that results
or will result from the resignation, retirement or any other termination of such
executive officers employment with Aftermarket or from a change-in-control of
the Company. Report on Repricing of
Options/SARs  We did not adjust or amend the exercise
price of stock options or SARs previously awarded to any executive officers
during fiscal 2007 or 2008.  Report on Executive Compensation The Board of Directors determines the compensation of
Aftermarkets executive officer and president and sets policies for and reviews
with the chief executive officer and president the compensation awarded to the
other principal executives, if any. The compensation policies utilized by the
Board of Directors are intended to enable Aftermarket to attract, retain and
motivate executive officers to meet our goals using appropriate combinations of
base salary and incentive compensation in the form of stock options. Generally,
compensation decisions are based on contractual commitments, if any, as well as
corporate performance, the level of individual responsibility of the particular
executive and individual performance. During the fiscal year ended 2008,
Aftermarket's chief executive officer was Adam Anthony.  There were no
other executive officers for Aftermarket during the fiscal year 2008. Board of Directors
Interlocks and Insider Participation in Compensation Decisions No such interlocks existed or such
decisions were made during fiscal year 2008.  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  The following table sets forth, as of March
25, 2009, the names, addresses and number of shares of common stock beneficially
owned by all persons known to the management of Aftermarket to be beneficial
owners of more than 5% of the outstanding shares of common stock, and the names
and number of shares beneficially owned by our director of Aftermarket and our
sole executive officer and director of Aftermarket (except as indicated, each
beneficial owner listed exercises sole voting power and sole dispositive power
over the shares beneficially owned).  For purposes of this table, information as
to the beneficial ownership of shares of common stock is determined in
accordance with the rules of the Securities and Exchange Commission and includes
general voting power and/or investment power with respect to securities. Except
as otherwise indicated, all shares of our common stock are beneficially owned,
and sole investment and voting power is held, by the person named. For purposes
of this table, a person or group of persons is deemed to have "beneficial
ownership" of any shares of common stock, which such person has the right to
acquire within 60 days after the date hereof. The inclusion herein of such
shares listed beneficially owned does not constitute an admission of beneficial
ownership.  All percentages are calculated based upon a
total number of 2,776,996 shares of common stock outstanding as of March 25,
2009, plus, in the case of the individual or entity for which the calculation is
made, that number of options or warrants owned by such individual or entity that
are currently exercisable or exercisable within 60 days.   12    Amount and Nature of
Percentage of OutstandingName and
Address of Beneficial Owner
Beneficial Owner
Common stockPrincipal
ShareholdersAscendiant
Capital Group, LLC (1)
18881 Von Karman
Avenue, 16th Floor
Irvine, CA
 92612
1,133,301
40.81%Jeffrey W.
Holmes
P.O. Box
11207
Zephyr Cove, NV
89448
444,151
15.99%Adam Anthony
2703 Anacapa
Irvine, CA
92602
220,000
7.92%Officers
and DirectorsAdam Anthony
2703 Anacapa
Irvine, CA
92602
220,000
7.92%Director and
executive officer of theCompany (1
individuals)
220,000
7.92% ___________________________ (1)
 Ascendiant Capital Group, LLC is controlled and owned by Bradley Wilhite
and Mark Bergendahl.  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Transactions with Management and Others.  On August 7, 2008, Ascendiant Capital
Group, a shareholder, purchased 250,000 shares of stock for $.12 per share as
part of our offering.  In total, 44 investors, including Ascendiant,
purchased 1,054,544 shares of our common stock at $.12 per share for a total of
$126,485 in cash.  None of the purchasers except Ascendiant were affiliated
with us at the time of purchase.  On August 22, 2008, we repaid a loan to
Ascendiant Capital Group, a shareholder, in the amount of $14,663.56 consisting
of $14,000 of principal and $663.56 of accrued interest.  The Note
originated on February 29, 2008 and accrued interest at a rate of 10% annually.
 This paid in full any and all debts the Company had to Ascendiant.  On August 22, 2008, we repaid a loan to
Jeff Holmes, a shareholder, in the amount of $7,331.78 consisting of $7,000 of
principal and $331.78 of accrued interest.  The Note originated on February
29, 2008 and accrued interest at a rate of 10% annually.  This paid in full
any and all debts the Company had to Mr. Holmes. Independence of Management  There were no material transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved exceeds $60,000
and in which any director or executive officer, or any security holder who is
known to the Company to own of record or beneficially more than 5% of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, has an interest.  Transactions with Promoters    13   There have been no
transactions between the Company and promoters during the last fiscal year.  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES  1) Audit Fees - The aggregate fees incurred for each of
the last two fiscal years for professional services rendered by our principal
accountant for the audit of our annual financial statements and review of our
quarterly financial statements is approximately $9,443 and $6,000 for each of
the years ending December 31, 2008 and 2007.  2) Audit-Related Fees. $2,990 and $0. 3) Tax Fees. $1,000 and $1,000. 4) All Other Fees. $0. 5) Not applicable. 6) Not Applicable.  ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.  (a)(1)FINANCIAL STATEMENTS.  The
following financial statements are included in this report:  Title of Document Page  Report of Independent
Registered Public Accounting Firm F-1 Balance Sheets F-2 Statements of Operations F-3 Statements of Stockholders
Deficit F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6  (a)(2)FINANCIAL STATEMENT SCHEDULES.  The
following financial statement schedules are included as part of this report:  None.  (a)(3)EXHIBITS.  The following exhibits are
included as part of this report:   SEC Exhibit Reference Number Number Title of
Document  Location Item
3      Articles of Incorporation and Bylaws     3.01 3 Articles of
Incorporation Incorporated  by
reference*  3.02 3 Bylaws Incorporated by reference*  Item 4      Instruments Defining
the Rights of Security Holders -------
    --------------------------------------------------- 4.01 4 Specimen
Stock Certificate Incorporated by reference*  31.01 31 CEO
certification This Filing   14   31.02 31 CFO
certification Pursuant This Filing  32.01 32 CEO
certification This Filing  32.02 32 CFO
certification This Filing   *  Incorporated by reference from the Company's
registration statement on Form S-1 filed with the Commission, SEC file no.
333-141676.    15    SIGNATURES  Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:  Aftermarket
Enterprises, Inc.   Date: April __,
2009 By:  /s/ Adam Anthony Adam Anthony,
President, Director, Principal Accounting
Officer(Principal Executive Officer)  In accordance with the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.   Signature
                             
Title
                    Date  /s/Adam Anthony
       . Adam Anthony Director
             April
14, 2009    16   MOORE
& ASSOCIATES, CHARTERED ACCOUNTANTS
AND ADVISORS PCAOB
REGISTERED  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM  To
the Board of Directors Aftermarket Enterprises, Inc.  We have
audited the accompanying consolidated balance sheet of Aftermarket Enterprises,
Inc. as of December 31, 2008, and the related consolidated statements of
operations, stockholders equity (deficit) and cash flows for the year ended
December 31, 2008. These consolidated financial statements are the
responsibility of the Companys management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.  We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Aftermarket Enterprises,
Inc.  as of December 31, 2008, and the related consolidated statements of
operations, stockholders equity (deficit) and cash flows for the year ended
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 6 to
the consolidated financial statements, the Company has not yet established an
ongoing source of revenues sufficient to cover operating expenses, which raises
substantial doubt about its ability to continue as a going concern.
 Managements plans concerning these matters are also described in Note 6.
 The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.  /s/ Moore & Associates, Chartered  Moore
& Associates Chartered Las
Vegas, Nevada March 27, 2009 6490 West
Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501   F-1


AFTERMARKET
ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS  December 31,
2008
December 31, 2007ASSETSCurrent assetsCash
$
22,974
$
549Other current assets
1,042
1,057Total current assets
24,016
1,606Website
(net of amortization of $27,699  and $15,827 respectively)
7,911
19,783Total assets
$
31,927
$
21,389LIABILITIESCurrent liabilitiesAccounts payable
$
14,086
$
25,625Accrued liabilities
695
1,936Total current liabilities
14,781
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; 2,776,996 and 1,592,452 shares issued and outstanding ,
 respectively)
2,777
1,592Additional paid in capital
187,853
58,653Accumulated deficit
(173,484)
(66,417)Total stockholders equity
(deficit)
17,146
(6,172)Total liabilities and
stockholders equity (deficit)
31,927
$
21,389   Accompanying notes are an integral part of these consolidated
financial statements. F-2


AFTERMARKET
ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF
OPERATIONS   December 31, 2008
December 31, 2007RevenuesSales (net of
returns)
143,344
260,409Costs of goods
sold
121,081
187,238Gross profit
22,263
73,171ExpensesAmortization
expense
11,872
11,870Credit card
discounts
6,412
9,074Payroll
expenses
6,695
38,996Other general
& administrative
53,362
42,367Legal and
professional fees
49,621
28,796127,962
131,103Loss from operations
(105,699)
(57,932)Interest income
52Interest expense
(996)
(3,127)Penalties and settlements
(424)
0Provision for income taxes
0
0Net loss
(107,067)
$ (61,059)Net loss per common
share
(.04)
$
          (0.04)Weighted
average number of common shares used in calculation
2,776,996
1,592,452   Accompanying notes are an integral part of these consolidated
financial statements. F-3


AFTERMARKET ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY (DEFICIT) December 31, 2008   Additional



TotalCommon Stock

Paid-in

Accumulated

StockholdersShares

Amount

Capital

Deficit

Equity (Deficit)December 31, 2006
1,100,000

$
        1,100

$
         9,900

$
         (5,358)

$
            5,642Net loss for year






(61,059)

(61,059)Conversion of debt to equity
492,452

492

48,753

-

49,245December 31, 2007
1,592,452

1,592

$
         58,653

$
      (66,417)

$
          (6,172)Stock issued for cash
1,054,544

1,055

125,430



126,485Stock issued for consulting services
130,000

130

3,770



3,900Net loss for year
-

-

-

(107,067)

(107,067)Balance, December 31, 2008
2,776,996

$
 2,777

187,853

(173,484)

17,146


Accompanying notes are an integral part of these consolidated
financial statements. F-4


AFTERMARKET ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH
FLOWS    December 31, 2008
December 31, 2007Operating ActivitiesNet loss
$ (107,067)
(61,059)Adjustment for items not involving cash:Amortization expense
11,872
11,870Shares for services
3,900Accrued interest

3,127Change in non-cash working capital
items:
(91,295)
(46,062)(Increase) decrease in other current
assets
15
90Increase (decrease) in accounts
payable
(11,539)
17,349Increase (decrease) in accrued
liabilities
(1,241)
(555)Cash provided by (used in) operating
activities
(104,060)
(29,178)Financing ActivitiesProceeds from loan payable 
stockholders

15,000Proceeds from sale of common
stock
126,485Cash provided by  financing activitiesIncrease (decrease) in cash position
22,425
(14,178)Cash position at beginning of period
549
14,727Cash position at end of period
$22,974
549Supplemental Information:Stock issued for conversion of debt

$
             49,245Stock for Services
$   3,900


Accompanying notes are an integral part of these consolidated
financial statements. F-5


Aftermarket Enterprises, Inc. Notes to Consolidated Financial
Statements December 31, 2008  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.  Recently Issued Accounting Pronouncements In June 2008, the FASB issued FASB
Staff Position EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities, (FSP EITF
03-6-1). FSP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share under the
two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. FASB Staff Position
EITF 03-6-1has no effect on the Companys financial position, statements of
operations, or cash flows at this time. .  In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60.
 SFAS No. 163 clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement of premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Companys
financial position, statements of operations, or cash flows at this time.  In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally
Accepted Accounting Principles.  SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where
there might be conflicting guidance between two categories, the more
authoritative category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOBs amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Companys financial
position, statements of operations, or cash flows at this time.  In March 2008, the Financial Accounting
Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activitiesan amendment of FASB Statement No.
133.  This standard requires companies to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entitys financial position, financial performance, and
cash flows. This Statement is effective for financial statements  F-6     issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. SFAS No.
161 has no effect on the Companys financial position, statements of operations,
or cash flows at this time.  In December 2007, the SEC issued
Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified"
method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of
expected term of "plain vanilla" share options in accordance with SFAS No. 123
(R), Share-Based Payment.  In particular, the staff indicated in SAB
107 that it will accept a company's election to use the simplified method,
regardless of whether the company has sufficient information to make more
refined estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee exercise
behavior (e.g., employee exercise patterns by industry and/or other categories
of companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a company to use
the simplified method for share option grants after December 31, 2007. The staff
understands that such detailed information about employee exercise behavior may
not be widely available by December 31, 2007. Accordingly, the staff will
continue to accept, under certain circumstances, the use of the simplified
method beyond December 31, 2007. The Company currently uses the simplified
method for plain vanilla share options and warrants, and will assess the
impact of SAB 110 for fiscal year 2009.  SAB No. 110 has no effect on the
Companys financial position, statements of operations, or cash flows at this
time.  In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statementsan amendment
of ARB No. 51.  This statement amends ARB 51 to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. SFAS No. 160 has no effect on the Companys financial position, statements
of operations, or cash flows at this time.  In December 2007, the FASB, issued FAS No.
141 (revised 2007), Business Combinations.  This Statement replaces FASB
Statement No. 141, Business Combinations, but retains the fundamental
requirements in Statement 141.  This Statement establishes
principles and requirements for how the acquirer: (a) recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; (b) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and (c) determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before that date. The effective date of this statement is the
same as that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  FAS No. 141 has no effect on the
Companys financial position, statements of operations, or cash flows at this
time.   In February 2007, the FASB, issued SFAS No.
159, The Fair Value Option for Financial Assets and LiabilitiesIncluding an
Amendment of FASB Statement No. 115.  This standard permits an entity
to choose to measure many financial instruments and certain other items at fair
value. This option is available to all entities. Most of the provisions in FAS
159 are elective; however, an amendment to FAS 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with available
for sale or trading securities. Some requirements apply differently to entities
that do not report net income. SFAS No. 159 is effective as of the beginning of
an entitys first fiscal year that begins after November 15, 2007. It is not
believed that this will have an impact on the Companys consolidated financial
position, results of operations or cash flows.  F-7      In September 2006, the FASB issued SFAS No.
157, Fair Value Measurements  This statement defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This statement applies under other accounting pronouncements that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this statement does not require any new fair value
measurements. However, for some entities, the application of this statement will
change current practice. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company is currently assessing the impact of the
statement but it is not believed that this will have an impact on the Companys
consolidated financial position, results of operations or cash flows. .  NOTE
1 ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  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 $22,974 in cash
or cash equivalents at December 31, 2008.  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 agreement with our suppliers is that all orders for products
that are in stock are shipped within 48 hours of receipt of the order by the
supplier.  We interact telephonically and electronically with our suppliers
on a daily basis and are aware of when outstanding orders are shipped.
 Approximately 50% of 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.  If we are not
notified electronically that the order has been shipped, we confirm it
telephonically prior to charging the customers card.  Delivery to the
customer is deemed to have occurred when the product is shipped from the
supplier.   Advertising The Company expenses advertising costs as
incurred.  There were no advertising costs incurred during the fiscal year
2007 or 2008.  Shipping and Handling Costs Shipping and handling costs are included in
cost of sales.       F-8       Aftermarket Enterprises, Inc. Notes to Consolidated Financial
Statements (continued) December 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 $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.   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 fax or 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.  Since we do not maintain an
inventory, credit cards are not charged until shipment to assure the manufacture
has the item in stock for immediate shipment.  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
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 12/31/08 $35,610                                               
$27,701    NOTE 6 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.  F-9      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 7 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, 2008, there were
2,776,996 shares of common stock issued and outstanding.   F-10     Aftermarket Enterprises, Inc. Notes to Consolidated Financial
Statements December 31, 2008  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.  Recently Issued Accounting Pronouncements In June 2008, the FASB issued FASB
Staff Position EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities, (FSP EITF
03-6-1). FSP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share under the
two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. FASB Staff Position
EITF 03-6-1has no effect on the Companys financial position, statements of
operations, or cash flows at this time. .  In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60.
 SFAS No. 163 clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement of premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Companys
financial position, statements of operations, or cash flows at this time.  In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally
Accepted Accounting Principles.  SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where
there might be conflicting guidance between two categories, the more
authoritative category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOBs amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Companys financial
position, statements of operations, or cash flows at this time.  In March 2008, the Financial Accounting
Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activitiesan amendment of FASB Statement No.
133.  This standard requires companies to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entitys financial position, financial performance, and
cash flows. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. SFAS No. 161 has no effect on the Companys financial
position, statements of operations, or cash  F-11     flows at this time.  In December 2007, the SEC issued
Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified"
method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of
expected term of "plain vanilla" share options in accordance with SFAS No. 123
(R), Share-Based Payment.  In particular, the staff indicated in SAB
107 that it will accept a company's election to use the simplified method,
regardless of whether the company has sufficient information to make more
refined estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee exercise
behavior (e.g., employee exercise patterns by industry and/or other categories
of companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a company to use
the simplified method for share option grants after December 31, 2007. The staff
understands that such detailed information about employee exercise behavior may
not be widely available by December 31, 2007. Accordingly, the staff will
continue to accept, under certain circumstances, the use of the simplified
method beyond December 31, 2007. The Company currently uses the simplified
method for plain vanilla share options and warrants, and will assess the
impact of SAB 110 for fiscal year 2009.  SAB No. 110 has no effect on the
Companys financial position, statements of operations, or cash flows at this
time.  In December 2007, the FASB issued SFAS No.
160, Noncontrolling Interests in Consolidated Financial Statementsan amendment
of ARB No. 51.  This statement amends ARB 51 to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. SFAS No. 160 has no effect on the Companys financial position, statements
of operations, or cash flows at this time.  In December 2007, the FASB, issued FAS No.
141 (revised 2007), Business Combinations.  This Statement replaces FASB
Statement No. 141, Business Combinations, but retains the fundamental
requirements in Statement 141.  This Statement establishes
principles and requirements for how the acquirer: (a) recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; (b) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and (c) determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects
of the business combination. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before that date. The effective date of this statement is the
same as that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  FAS No. 141 has no effect on the
Companys financial position, statements of operations, or cash flows at this
time.   In February 2007, the FASB, issued SFAS No.
159, The Fair Value Option for Financial Assets and LiabilitiesIncluding an
Amendment of FASB Statement No. 115.  This standard permits an entity
to choose to measure many financial instruments and certain other items at fair
value. This option is available to all entities. Most of the provisions in FAS
159 are elective; however, an amendment to FAS 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with available
for sale or trading securities. Some requirements apply differently to entities
that do not report net income. SFAS No. 159 is effective as of the beginning of
an entitys first fiscal year that begins after November 15, 2007. It is not
believed that this will have an impact on the Companys consolidated financial
position, results of operations or cash flows.  In September 2006, the FASB issued SFAS No.
157, Fair Value Measurements  This statement defines fair  F-12     value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This statement applies under
other accounting pronouncements that require or permit fair value measurements,
the Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of this statement will change current practice. This statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company is
currently assessing the impact of the statement but it is not believed that this
will have an impact on the Companys consolidated financial position, results of
operations or cash flows. .  NOTE
1 ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  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 $22,974 in cash
or cash equivalents at December 31, 2008.  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 agreement with our suppliers is that all orders for products
that are in stock are shipped within 48 hours of receipt of the order by the
supplier.  We interact telephonically and electronically with our suppliers
on a daily basis and are aware of when outstanding orders are shipped.
 Approximately 50% of 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.  If we are not
notified electronically that the order has been shipped, we confirm it
telephonically prior to charging the customers card.  Delivery to the
customer is deemed to have occurred when the product is shipped from the
supplier.   Advertising The Company expenses advertising costs as
incurred.  There were no advertising costs incurred during the fiscal year
2007 or 2008.  Shipping and Handling Costs Shipping and handling costs are included in
cost of sales.         F-13     Aftermarket Enterprises, Inc. Notes to Consolidated Financial
Statements (continued) December 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 $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.   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 fax or 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.  Since we do not maintain an
inventory, credit cards are not charged until shipment to assure the manufacture
has the item in stock for immediate shipment.  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
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 12/31/08 $35,610                                                $27,701    NOTE 6 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.   F-14     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 7 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, 2008, there were
2,776,996 shares of common stock issued and outstanding.   F-15