frm10q-30june08_aei.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30, 2008
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from __________ to __________
Commission
File Number 333-141676
Aftermarket Enterprises,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada 20-5354797
(State or
other jurisdiction
of (IRS
Employer Identification No.)
incorporation
or organization)
4339 Santa Fe Road #48-D,
San Luis Obispo,
CA 93401-3306
(Address
of principal executive
offices) (Zip
Code)
(805)
457-6999
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large Accelerated filer ¨ Accelerated
filer ¨
Non-accelerated filer ¨ (Do not check if a
smaller reporting
company) Smaller
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
[ ] No [X]
Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date.
1,592,452 shares
of $0.001 par value common stock on August 5, 2008
Part
I - FINANCIAL INFORMATION
Item
1. Financial Statements
Aftermarket
Enterprises, Inc.
FINANCIAL
STATEMENTS
(UNAUDITED)
June 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.
AFTERMARKET
ENTERPRISES, INC.
CONSOLIDATED
BALANCE SHEETS
|
|
June
30,
2008
|
December
31, 2007
|
|
|
Unaudited
|
|
|
ASSETS
|
|
|
|
Current
assets
|
|
|
|
Cash
|
$ 5,775
|
$ 549
|
|
Other
current assets
|
1,859
|
1,057
|
|
Total
current assets
|
7,634
|
1,606
|
|
|
|
|
|
Website
(net of amortization of $21,763 at June 30, 2008 and $15,827
at
December 31, 2007)
|
13,847
|
19,783
|
|
Total
assets
|
$ 21,481
|
$ 21,389
|
|
|
|
|
|
LIABILITIES
|
|
Current
liabilities
|
|
|
|
Accounts
payable
|
$ 44,646
|
$ 25,625
|
|
Accrued
liabilities
|
1,700
|
1,936
|
|
Accrued
interest
|
601
|
-
|
|
Loan
payable – stockholders
|
21,000
|
-
|
|
|
|
|
|
Total
liabilities
|
67,947
|
27,561
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
Preferred
Stock: ($0.001 par value, 10,000,000 shares authorized; no shares issued
and outstanding)
|
-
|
-
|
|
Common
Stock: ($0.001 par value, 90,000,000 shares authorized; 1,592,452 and
1,592,452 shares issued and outstanding at June 30, 2008 and December 31,
2007 , respectively)
|
1,592
|
1,592
|
|
Additional
paid in capital
|
58,653
|
58,653
|
|
Accumulated
deficit
|
(106,711)
|
(66,417)
|
|
|
|
|
|
Total
stockholders’ equity (deficit)
|
(46,466)
|
(6,172)
|
|
|
|
|
|
Total
liabilities and stockholders’ equity (deficit)
|
$ 21,481
|
$ 21,389
|
|
|
|
|
See
Accompanying Notes to the Financial Statements.
AFTERMARKET
ENTERPRISES, INC.
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
for
the Three and Six Months Ended June 30, 2008
and 2007
|
|
Three
Months Ended June 30, 2008
|
Three
Months Ended June 30, 2007
|
Six
Months Ended June 30, 2008
|
Six
Months Ended June 30, 2007
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
Sales
(net of returns)
|
$ 36,760
|
$ 63,216
|
$ 87,491
|
$ 129,228
|
|
Costs
of goods sold
|
23,706
|
46,161
|
78,084
|
95,313
|
|
Gross
profit
|
13,054
|
17,055
|
9,407
|
33,915
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
expense
|
2,968
|
2,968
|
5,936
|
5,936
|
|
Credit
card discounts
|
1,645
|
1,856
|
3,888
|
3,609
|
|
Payroll
expenses
|
4,982
|
10,852
|
6,695
|
20,711
|
|
Other
general & administrative
|
9,745
|
13,604
|
22,946
|
19,962
|
|
Legal
and professional fees
|
5,571
|
5,340
|
9,223
|
15,951
|
|
Total
operating expenses
|
24,911
|
34,620
|
48,688
|
66,169
|
|
|
|
|
|
|
|
Loss
from operations
|
(11,857)
|
(17,565)
|
(39,281)
|
(32,254)
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
Interest
income
|
12
|
-
|
12
|
-
|
|
Interest
expense
|
(532)
|
(1,488)
|
(601)
|
(2,270)
|
|
Penalties
and settlements
|
-
|
-
|
(424)
|
-
|
|
Provision
for income taxes
|
-
|
-
|
-
|
-
|
|
Total
other expense
|
(520)
|
(1,488)
|
(1,013)
|
(2,270)
|
|
|
|
|
|
|
|
Net
loss
|
$ (12,377)
|
$ (19,053)
|
$ (40,294)
|
$ (
34,524)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per common share
|
$ (0.01)
|
$ (.01)
|
$ (.03)
|
$ (0.02)
|
|
|
|
|
|
|
|
Weighted
average number of common shares used in calculation
|
1,592,452
|
1,592,452
|
1,592,452
|
1,592,452
|
See
Accompanying Notes to the Financial Statements.
AFTERMARKET
ENTERPRISES, INC.
UNAUDITED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
For
the Six Months Ended June 30, 2008
|
|
|
|
|
|
Additional
|
|
|
|
Total
|
|
|
Common
Stock
|
|
Paid-in
|
|
Accumulated
|
|
Stockholders’
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Equity
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2007
|
1,592,452
|
|
$ 1,592
|
|
$ 58,653
|
|
$ (66,417)
|
|
$ (6,172)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for period
|
-
|
|
-
|
|
-
|
|
(40,294)
|
|
(40,294)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2008
|
1,592,452
|
|
$ 1,592
|
|
$ 58,653
|
|
$ (106,711)
|
|
$ (46,466)
|
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to the Financial Statements.
AFTERMARKET
ENTERPRISES, INC.
UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
For
the Six Months Ended June 30, 2008
and
2007
|
|
Six
Months Ended June 30, 2008
|
Six
Months Ended June 30, 2007
|
|
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
|
Net
loss
|
$ (40,294)
|
$ (34,524)
|
|
Adjustment
for items not involving cash:
|
|
|
|
Amortization
expense
|
5,936
|
5,936
|
|
Accrued
interest
|
601
|
2,270
|
|
Change
in non-cash working capital items:
|
|
|
|
(Increase)
in other current assets
|
(802)
|
(777)
|
|
Increase
in accounts payable
|
19,021
|
9,306
|
|
Increase
(decrease) in accrued liabilities
|
(236)
|
2,132
|
|
Cash
(used in) operating activities
|
(15,774)
|
(15,657)
|
|
|
|
|
|
|
|
|
|
Cash
Flow from Financing Activities
|
|
|
|
Proceeds
from loan payable – stockholders
|
21,000
|
15,000
|
|
Cash
provided by financing activities
|
21,000
|
15,000
|
|
|
|
|
|
Increase
(decrease) in cash position
|
5,226
|
(657)
|
|
|
|
|
|
Cash
position at beginning of period
|
549
|
14,727
|
|
|
|
|
|
Cash
position at end of period
|
$ 5,775
|
$ 14,070
|
|
|
|
|
|
Supplemental
Information:
|
|
|
|
Cash
paid for interest
|
$ -
|
$ -
|
|
Cash
paid for taxes
|
$ -
|
$ -
|
|
Stock
issued for conversion of debt
|
$ -
|
$ 49,245
|
See
Accompanying Notes to the Financial Statements.
AFTERMARKET
ENTERPRISES, INC.
NOTE TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the
Six Months ended June 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, statement of 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 June 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 $5,775 in cash at June 30, 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.
On
October 31, 2006, the Company entered into a 12-month office
lease. The lease requires monthly payments of $575.00. The
Company was required to pay a $575.00 security deposit. The lease
expired on October 31, 2007, and remains in effect on a month to month
basis.
|
|
Note
4 Related Party Transactions
|
As of
June 30, 2008, the Company had received loans totaling $21,000 from stockholders
of the Company. These loans bear an interest rate of 10% per year and
mature in February 2009. Both principal and accrued interest are due
in full upon maturity.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Special
Note Regarding Forward-Looking Statements
This
periodic report contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the Plan
of Operations provided below, including information regarding the Company’s
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities, and the
plans and objectives of management. The statements made as part of the Plan of
Operations that are not historical facts are hereby identified as
"forward-looking statements."
Critical
Accounting Policies and Estimates
The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the unaudited Financial Statements and accompanying notes.
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Actual results could differ from these estimates under different
assumptions or conditions. The Company believes there have
been no significant changes during the three month periods ended June 30, 2008
and 2007, to the items disclosed as significant accounting policies since
the Company’s last audited financial statements for the year ended December 31,
2007.
The
Company’s accounting policies are more fully described in Note 1 of the
consolidated financial statements. As discussed in Note 1, the
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions about the future events
that affect the amounts reported in the consolidated financial statements and
the accompanying notes. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances. Actual differences could differ from these estimates
under different assumptions or conditions. The Company believes that
the following addresses the Company’s most critical accounting
policies.
We
recognize revenue in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Under
SAB 104, revenue is recognized at the point of passage to the customer of title
and risk of loss, when there is persuasive evidence of an arrangement, the sales
price is determinable, and collection of the resulting receivable is reasonably
assured. We recognize revenue as services are
provided. Revenues are reflected net of coupon
discounts.
We
account for income taxes in accordance with Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“SFAS No.
109). Under SFAS No. 109, deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which the differences
are expected to reverse. Deferred tax assets will be reflected on the
balance sheet when it is determined that it is more likely than not that the
asset will be realized. A valuation allowance has currently been
recorded to reduce our deferred tax asset to $0.
Plan
of 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. Presently, the
business we purchased has no follow up with customers to try and sell additional
products to the customer. The business is wholly dependent on
internet searches to locate our web site or from repeat
customers. Management believes with a more aggressive marketing
approach, our online presence can be expanded and sales can be
increased.
Part of
our overall objectives to increase sales will be to expand our product
line. Our products are currently limited to SUV
accessories. Management believes other car and truck accessory
markets are available, particularly, those markets that are dominated by a
younger consumer. Management believes the younger consumers are more
likely to purchase automobile accessories over the internet and are more likely
to work on their own vehicles. These markets would include the
“Tuner” market. We define the Tuner market as a market segment that consists of
individuals who customize import sedans, such as Honda Accords, Toyota Celicas
and similar cars by adding performance enhancing products to them along with
accessories that change their appearance. The Tuner market is
also referenced as the “sports compact” market. We believe this market has
expanded in recent years and there are a number of websites catering to
it. With SUV sales continuing to decline with higher gas
prices, we believe it is prudent for us to expand into the car accessories
marketplace. We believe that any automobile accessories market can be accessed
with the same business model. Additionally, we believe the
incremental cost of adding a broader product line will be small given the
computer and distribution system can support a much broader product
line. Management feels the only substantial cost of expanding our
product line is the inventory carrying cost which should be limited given we
have most of our suppliers drop ship directly from their warehouses to our
customers.
It is our
belief that once a CRM-capable e-commerce system is in place for our current
business, we will have the technology in place to enter the car accessories
marketplace. Since the technology and systems are not product
specific, we believe we can duplicate our model for use in retailing these new
product lines. We do not feel our cost will increase substantially as
we enter the new product lines. We are hopeful that with the proceeds
of our offering we can purchase additional equipment as well as acquire
additional software support to be able to expand our web
presence. This will require additional marketing dollars to be able
to increase our web based advertising to help drive business to our web
site. Some of our current suppliers, such as Alan Graham Motoring
Accessories, Keystone Automotive Operations, Legacy Beyond Perfect Seat Covers,
Lund International, Inc. and MacNeil Automotive Products Ltd. offer accessories
for cars and we have notified them of our intention to expand our product
offering. Additionally, we plan to seek relationships with car
accessory suppliers to be able to start offering additional
products. To this end, we have contacted several suppliers including
Matrix Racing, Inc., J&A Auto Accessories, Import Tranz, LLC E&M
Distributors, Inc. and New Level Motorsports about their ability to drop ship
and product lines. Until our offering is complete, we will limit our
expansion plans since we do not have the available resources to launch new
product lines. Accordingly, we would expect our revenues to continue
at the present levels until we have the capital resources to more aggressively
expand our operations. Once our offering is complete and we feel we
have additional resources to pursue additional sites, we will follow up with the
above suppliers about offering their products on a general automotive
site. At this time, no manufacturer or supplier, other than those we
currently have relationships with, have indicated a willingness to supply us
with general automotive supplies and until we have additional capital, we feel
it would be premature to explore more of a relationship with the suppliers until
our timing of such a web site is known.
Prior to
our acquisition of the aftermarket accessories business, the management of
Aftermarket Express, Inc. engaged in very little marketing or support activity
and were able to generate sales by web searches, word of mouth and repeat
customers. We are hopeful that with an increased focus from
management and additional marketing dollars, we will be able to increase sales
leading to profitable operations. This will require focusing more on
the methods of attracting customers to a web site and will require placements
with web search engines, appearances at auto shows and advertising in specialty
magazines. Currently, even with the proceeds of our offering, we will
be limited on the amount of marketing we will be able to
complete. However, we are hopeful that initial efforts with the
proceeds of our offering will allow us to determine the most effective
advertising and marketing methods and allow us to focus on these
areas.
Results
of Operations
We
continued to lose money during the three months ended June 30, 2008, with a net
loss of $12,377 compared to a loss of $19,053 for the three months ended June
30, 2007. For the six months ended June 30, 2008, we had a net
loss of $40,294 compared to a net loss for the six months ended June 30, 2007,
of $34,524. We had sales of $36,760 for the three months ended June
30, 2008 compared to sales of $63,216 for the three months ended June 30,
2007. Without additional revenue, we will continue to suffer losses
as our sales are currently not high enough to cover our fixed expenses,
particularly general and administrative. Our general and
administrative includes the cost of our employee and office
lease. Our general and administrative costs continued to increase as
we started work on analyzing a new computer system, moved into a new office with
the space to expand and incurred new audit and legal expenses. We
would expect employee costs to increase in the future as we expand operations
and require additional personnel. Currently, our president, Adam
Anthony, is not taking a salary which is helping to reduce employee
expenses. Our legal and professional fees which include our audit and
accounting fees continued to increase. We expect legal and accounting
fees will continue for the foreseeable future and we expect them to remain at
current levels.
Revenues
were generated through our web site purchased in September 2006. We
did not engage in any additional marketing or advertising as we focused on
revising our web site and marketing plan. As a result of changes made
to our product offerings and delays in increasing prices we had a net loss in
gross profits. We do not anticipate this to occur in the future as
the product mix has been revised and prices increased. We have,
however, experienced a decrease in sales as a result in delays in marketing as
we continue to try and raise additional funds to support
operations. Until we have additional funds, we anticipate sales to be
lower than last year. We also will need 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. Since we typically have no inventory carrying cost, we
generally can be competitive on price point. Generally, our prices
will be a double of our cost of goods except in instances where that particular
product is widely available for less than double our cost. If a
product is widely available for less than double our cost, we typically match
the lowest regular sale prices available. As with most retail and
online stores, we have to rely on higher sales volumes and keeping control of
our other expenses to make a profit.
We
anticipate cost of goods sold to return to historical levels in future quarters
as we revised our product mix and increased prices to match increase from our
vendors. We are also reviewing our cost structure to see if there are
areas we can reduce expenses why we try and reach profitability.
Liquidity
and Capital Resources
As of
June 30, 2008, we had a working capital deficit of $60,313. We are
hopeful with the proceeds from equity sales along with a focus on our sales
activity that we will be able to eliminate our working capital deficit this
year. However, our ability to reduce our working capital deficit will
be based on our ability to raise additional capital and increase our
sales. Liabilities increased during the quarter from December 31,
2007, as a result of an increase in accounts payable and loans from stockholders
in the amount of $21,000. The stockholder loans were similar to prior
loans from our stockholders, are due and payable in February 2009 and bear
interest at the rate of 10% per annum.
Our
primary source of liquidity in the past has been cash provided by debt
instruments and operating activities. Our working capital needs over
the next 12 months consist primarily of marketing, software and equipment
purchases, debt repayment and administrative expenses. We are
hopeful that with changes made to the business from that of the prior owners
over the last several months, we will be able to meet our ongoing needs and rely
on the proceeds of our offering for additional marketing, software and equipment
purchases. If our efforts to increase sales are not successful, we
will have to obtain additional financing. Presently, we do not feel
bank financing is feasible and believe we would have to rely on loans from
existing stockholders and management or further equity offerings. At
this time there are no commitments from any parties to provide further
financing.
Off-Balance
Sheet Arrangements
We have
no off balance sheet arrangements as of June 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.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United
States.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.
Our
management, with the participation of the President and CFO, evaluated the
effectiveness of our internal control over financial reporting as of June 30,
2008. Based on this evaluation, our management, with the participation of
the President and CFO, concluded that, as of June 30, 2008, our internal control
over financial reporting was effective.
Changes
in internal control over financial reporting
There
have been no changes in internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. Legal Proceedings
None
ITEM
2. Unregistered Sales of Equity Securities and Use of
Proceeds
Recent Sales of Unregistered
Securities
We have
not sold any restricted securities during the three months ended June 30,
2008.
Use
of Proceeds of Registered Securities
None.
Purchases
of Equity Securities by Us and Affiliated Purchasers
During
the three months ended June 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.
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
June 30, 2008.
ITEM
5. Other Information.
None
ITEM
6. 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.
registration statement on Form SB-2, file number 333-141676, filed on March 30,
2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Aftermarket Enterprises,
Inc.
(Registrant)
Date: August
11,
2008 By: /s/ Adam
Anthony
Adam
Anthony, CEO, Principal Accounting
Officer
and Director