U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material under Rule 14a-12

SILVER PEARL ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: Common Stock

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

SILVER PEARL ENTERPRISES, INC.
1541 E. Interstate 30, Suite 140
Rockwall, Texas 75087
(972) 722-3300

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Silver Pearl Enterprises, Inc. will hold its Annual Meeting of Stockholders at
1541 E. Interstate 30, Suite 140, Rockwall, Texas 75087 on July 30, 2007. We are
holding the meeting for the following purposes:

1) To elect members of the Board of Directors, whose terms are described
in the proxy statement; and,

2) To transact such other business as may properly come before the
meeting and any postponement or adjournment thereof.

Holders of record of Silver Pearl common stock at the close of business on June
20, 2007, are entitled to vote at the meeting. The Board urges Stockholders to
vote "FOR" Item 1 and solicits your vote.

In addition to the proxy statement, proxy card and voting instructions, a copy
of Silver Pearl's annual report on Form 10-KSB, which is not part of the proxy
soliciting material is enclosed.

It is important that your shares be represented and voted at the meeting. We
hope you will be able to attend the Annual Meeting. Whether or not you expect to
attend the meeting, please vote your shares using the enclosed proxy card.
Simply sign the return card where required, note the number of shares you own
and if you will attend the meeting in person, and return the card in the
envelope provided to us at the address first written above. Of course, you may
also vote your shares in person at the Annual Meeting.

By Order of the Board of Directors,

Denise D. Smith
Chief Executive Officer
June 22, 2007

PROXY STATEMENT

We are providing these proxy materials in connection with the solicitation by
the Board of Directors of Silver Pearl of proxies to be voted at our Annual
Meeting of Stockholders, to be held on July 30, 2007, and at any meeting
following postponement or adjournment of the Annual Meeting.

You are cordially invited to attend the Annual Meeting, which will begin at 9:00
a.m.. The meeting will be held at 1541 E. Interstate 30, Suite 140, Rockwall,
Texas 75087. Stockholders will be admitted beginning at 8:45 a.m.. The location
is accessible to handicapped persons, and we will provide wireless headsets for
hearing amplification upon request.

You will need an admission ticket to enter the meeting. If you are a stockholder
of record, you will find an admission ticket attached to the proxy card sent to
you. If you plan to attend the Annual Meeting, please retain the admission
ticket. Directions to the Annual Meeting are printed on the admission ticket.

If your shares are held in the name of a bank, broker, or other nominee and you
plan to attend the Annual Meeting, you can obtain an admission ticket in advance
by sending a written request, along with proof of ownership, such as a recent
bank or brokerage account statement, to our transfer agent, Signature Stock
Transfer, Inc. at 2301 Ohio Drive, Suite 100, Plano, Texas 75093, (972)
612-4120, Facsimile Number (972) 612-4122. If you arrive at the Annual Meeting
without an admission ticket, we will admit you if we are able to verify that you
are a Silver Pearl stockholder.

We are first mailing this proxy statement, the proxy card and voting
instructions on June 29, 2007, to persons who were stockholders at the close of
business on June 20, 2007, the record date for the meeting.

IMPORTANT--PLEASE READ

Whether or not you expect to attend the Annual Meeting in person, we urge you to
vote your proxy at your earliest convenience by mail using the enclosed
envelope. This will ensure the presence of a quorum at the Annual Meeting and
will save us the expense of additional solicitation. Sending in your proxy card
and voting will not prevent you from voting your shares at the Annual Meeting,
or changing your vote, if you desire to do so. It will also help us provide
adequate seating if you note that you will attend. Your proxy is revocable at
your option in the manner described in the Proxy Statement.

PROXIES AND VOTING PROCEDURES

You can vote your shares by completing and returning a proxy card or, if you
hold your shares in "street name," a voting instruction form.

If your shares are held in "street name," you must obtain a proxy, executed in
your favor, from your broker or other holder of record, to be able to vote at
the meeting.

You can revoke your proxy at any time before it is exercised by timely delivery
of a properly executed, later-dated proxy or by voting in person at the meeting.

All shares entitled to vote and represented by properly completed proxies
received prior to the meeting and not revoked will be voted at the meeting in
accordance with your instructions.

If you hold your shares through a broker, your shares may be voted even if you
do not attend the Annual Meeting.

Abstentions and broker non-votes do not have the effect of votes in opposition
to a director. Abstentions are also counted towards determining a quorum.

If any other matters are properly presented at the Annual Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the meeting to another time or place, the individuals named as proxies
and acting thereunder will have discretion to vote on those matters according to
their best judgment to the same extent as the person delivering the proxy would
be entitled to vote. If the Annual Meeting is postponed or adjourned, your proxy
will remain valid and may be voted at the postponed or adjourned meeting. You
will still be able to revoke your proxy until it is voted. At the date this
proxy statement went to press, we did not anticipate that any other matters
would be raised at the Annual Meeting.

STOCKHOLDERS ENTITLED TO VOTE

You are entitled to vote at the annual meeting all shares of our common stock
that you held as of the close of business on the record date. Each share of our
common stock is entitled to one vote with respect to each matter properly
brought before the meeting.

On June 20, 2007, the record date, there were 5,696,800 shares of common stock
outstanding.

A list of stockholders entitled to vote at the meeting will be available at the
meeting, and for 10 days prior to the meeting, at 1541 E. Interstate 30, Suite
140, Rockwall, Texas 75087 between the hours of 10:00 a.m. and 4:00 p.m. local
time.

REQUIRED VOTE

The presence, in person or by proxy, of the holders a majority of the voting
power at the Annual Meeting shall constitute a quorum, which is required in
order to transact business at the meeting.

COST OF PROXY DISTRIBUTION AND SOLICITATION

Silver Pearl will pay the expenses of the preparation of the proxy materials and
the solicitation by the Board of Directors of proxies. Proxies may be solicited

on behalf of Silver Pearl in person or by telephone, e-mail, facsimile or other
electronic means by directors, officers or employees of Silver Pearl, who will
receive no additional compensation for soliciting. In accordance with the rules
of the Securities and Exchange Commission, we will reimburse brokerage firms and
other custodians, nominees and fiduciaries for their expenses incurred in
sending proxies and proxy materials to beneficial owners of Silver Pearl stock.

PROPOSAL 1

Proposal for the Election of Directors

The Board of Directors is comprised of only one class. All of the directors will
serve until the next annual meeting of shareholders and until their successors
are elected and qualified, or until their earlier death, retirement, resignation
or removal. To date we have not had an annual meeting. We only have one
director, who is also our Chief Executive Officer and therefore there are no
family relationships among our directors and executive officers. Provided below
is a brief description of our director's business experience during the past
five years and an indication of directorships she has held in other companies
subject to the reporting requirements under the Federal securities laws.

Information with Respect to Director Nominees

DENISE D. SMITH, DIRECTOR. Ms. Smith is our CEO and President. Ms. Smith
graduated from Oklahoma State University with a degree in Advertising and Public
Relations. She held various sales positions selling advertising for brochures,
magazines and a television station. These positions required her to interact
with business owners and help them develop an advertising and marketing plan for
their business and working with local and national advertising agencies in
selling advertising for their clients. This entailed describing the different
advertising avenues which gave her an expertise in the advertising and marketing
area. She also was required to develop territories and generate new business for
her employers. After working successfully in these sales positions she took time
to raise a family. Since June 4, 2004, she has been our sole officer and
director.

Pursuant to our Articles of Incorporation, this proposal can be approved at the
meeting by a plurality of the votes cast.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE
NAMED DIRECTOR.

Executive Officers

NAME AGE POSITION
- ---- --- --------
Denise D. Smith 51 CEO and President

A brief description of our executive officer and an indication of the
directorships, if any, she held in other companies subject to the reporting
requirements under the Federal securities laws is provided above within Proposal
1.

GOVERNANCE OF SILVER PEARL

Due to our small size and lack of financial resources at this time, we have not
designated an Audit Committee. Furthermore, we are currently quoted on the OTC
Bulletin Board, which is sponsored by the NASD, under the symbol "SVPE.OB" and
the OTCBB does not have any listing requirements mandating the establishment of
any particular committees. Our board of directors acts as our Audit Committee
and performs equivalent functions, such as: recommending a firm of independent
certified public accountants to audit the annual financial statements; reviewing
the independent auditors independence, the financial statements and their audit
report; and reviewing management's administration of the system of internal
accounting controls. For these same reasons, we did not have any other separate
committees during fiscal 2006; all functions of a nominating committee, audit
committee and compensation committee are currently performed by our director.

Our Board believes that, considering our size and board member, decisions
relating to director nominations can be made on a case-by-case basis by our
director without the formality of a nominating committee or a nominating
committee charter. To date, we have not engaged third parties to identify or
evaluate or assist in identifying potential nominees, although we reserve the
right in the future to retain a third party search firm, if necessary.

The Board does not have an express policy with regard to the consideration of
any director candidates recommended by shareholders since the Board believes
that it can adequately evaluate any such nominees on a case-by-case basis. The
Board will consider director candidates proposed in accordance with the
procedures set forth below under "Shareholder Proposals for the 2008 Annual
Meeting," and will evaluate shareholder-recommended candidates under the same
criteria as internally generated candidates. Although the Board does not
currently have any formal minimum criteria for nominees, substantial relevant
business and industry experience would generally be considered important, as
would the ability to attend and prepare for board, committee and shareholder
meetings. Any candidate must state in advance his or her willingness and
interest in serving on the board of directors.

We have not received any recommendations for a director nominee from any
shareholder.

Financial Expert

We do not have a qualified financial expert at this time because we have not
been able to hire a qualified candidate and because we do not have the financial
resources to afford such an expert. However, we intend to continue to search for
a qualified individual for hire.

Board Independence

We only have one director, who is also our sole executive officer. Accordingly,
we do not have any "independent" directors, as that term is defined in Section
121(A) of the American Stock Exchange's Listing Standards. Since the OTC
Bulletin Board does not require that a majority of our directors be independent,
we are required to apply the definition of "independent" as defined by an
exchange that does have such a requirement, such as the American Stock Exchange.

Once we increase our revenue and expand our operations, we will comply with the
requirements of Item 407 of Regulation S-B as necessary.

Directors Attendance at Meetings

During fiscal 2006, the Board held 7 meetings and our director attended all such
meetings. Since we do not have separate committees, no committee meetings were
held during fiscal 2006, but any such issues were discussed at the Board
Meetings.

We intend to schedule a Board meeting in conjunction with our Annual Meeting and
expect that our director will attend, absent a valid reason, such as a schedule
conflict. This is our first annual meeting and therefore, there was no annual or
corresponding board meeting last year.

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Silver Pearl stockholders who want to communicate with our Board or any
individual director can write to:

Silver Pearl Enterprises, Inc.
1541 E. Interstate 30, Suite 140
Rockwall, Texas 75087
Attn: Board Administration

Your letter should indicate that you are a Silver Pearl stockholder. Depending
on the subject matter, management will:

o Forward the communication to the Director to whom it is addressed;

o Attempt to handle the inquiry directly, for example where it is a
request for information about Silver Pearl or it is a stock-related
matter; or

o Not forward the communication if it is primarily commercial in nature
or if it relates to an improper or irrelevant topic.

At each Board meeting, a member of management presents a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to the Director on request.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our officers, directors and persons
who own more than 10% of any class of our securities registered under Section
12(g) of the Exchange Act to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than 10% stockholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file.

Based upon our review of copies of such reports, our officers, directors and 10%
stockholders filed the reports required by Section 16(a).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have not been any related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Transactions with Promoters

We have not conducted any transactions with promoters.

LEGAL PROCEEDINGS

We are not a party to any material legal proceeding and to our knowledge, no
such proceeding is currently contemplated or pending.

EXECUTIVE AND DIRECTOR COMPENSATION

Our executive officer received $5,100 in fiscal 2006 and $1,560 in fiscal 2005.
No other compensation was given or received.

Options/SARs

We did not grant any options or SARs to any of our named executive officers
during the last fiscal year nor did any of our executive officers exercise any
options or SARs during the last fiscal year.

Long Term Incentive Plans

No Long Term Incentive awards were granted in the last fiscal year.

Board of Director Fees

No remuneration of any nature has been paid for or on account of services
rendered by a director in such capacity.

Employment Agreements

The Company has no employment agreements.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board reappointed The Hall Group, CPA's as the independent accounting firm
to audit our financial statements for fiscal 2007. The Hall Group CPA's, as our
independent accounting firm, audited our financial statements for fiscal years
ended 2005 and 2006.

Representatives of The Hall Group CPA's will not be present at the meeting nor
will they be available during that time to respond to any questions.

Audit Fees

The aggregate fees billed for professional services rendered by our auditors for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-KSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal years 2006 and 2005 were
approximately $2,000 and $4,500 respectively.

Audit-Related Fees

Audit Related Fees in 2006: None.

All Other Fees

No other fees were incurred in fiscal 2006.

Our Board of Directors must pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
Silver Pearl by its independent auditors, subject to the de minimus exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Securities
Exchange Act of 1934, which should nonetheless be approved by our Board prior to
the completion of the audit. Each year the independent auditor's retention to
audit our financial statements, including the associated fee, is approved by the
Board before the filing of the previous year's annual report on Form 10-KSB. At
the beginning of the fiscal year, the Board will evaluate other known potential
engagements of the independent auditor, including the scope of work proposed to
be performed and the proposed fees, and approve or reject each service, taking
into account whether the services are permissible under applicable law and the
possible impact of each non-audit service on the independent auditor's
independence from management. At each subsequent Board meeting, the auditor and
management may present subsequent services for approval. Typically, these would
be services such as due diligence for an acquisition, that would not have been
known at the beginning of the year.

Since May 6, 2003, the effective date of the Securities and Exchange Commission
rules stating that an auditor is not independent of an audit client if the
services it provides to the client are not appropriately approved, each new
engagement of The Hall Group has been approved in advance by the Board, and none
of those engagements made use of the de minimus exception to pre-approval
contained in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934.

BENEFICIAL OWNERSHIP OF SILVER PEARL COMMON STOCK

As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the
power to dispose of or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise,
subject to community property laws where applicable.

As of June 20, 2007 we had a total of 5,696,800 shares of common stock and zero
shares of Preferred Stock issued and outstanding, which are the only equity
securities of the Company. The Preferred Stock does not have voting rights with
respect to the proposals contained herein, but we include such stock on as
converted basis for purposes of the following table.

The following table sets forth, as of June 20, 2007: (a) the names and addresses
of each beneficial owner of more than five percent (5%) of our common stock and
Preferred Stock (taken together as one class) known to us, the number of shares
of common stock and Preferred Stock beneficially owned by each such person, and
the percent of our common stock and Preferred Stock so owned; and (b) the names
and addresses of each director and executive officer, the number of shares our
common stock and Preferred Stock beneficially owned, and the percentage of our
common stock and Preferred Stock so owned, by each such person, and by all of
our directors and executive officers as a group. Each person has sole voting and
investment power with respect to the shares of our common stock and Preferred
Stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock and Preferred Stock, except as otherwise
indicated.

Name and Address Amount and Nature of Percentage
Beneficial Ownership of Voting of
Securities (1)

Denise D. Smith 4,000,000 70.21%
President, CEO & CFO
1541 E. Interstate 30, #140
Rockwall, Texas 75087

Art Xpectations, LLC 400,000 (2) 7.02%
8607 Ambassador Row #170
Dallas, Texas 75247

Progressive Capital Markets, LLC 360,000 (3) 6.32%
7602 Sugarbush Trail
Hudson, Ohio 44236

TriPoint Capital Advisors, LLC 480,000 (4) 8.43%
400 Professional Drive, Suite 310
Gaithersburg, Maryland 20879

All directors and officers as a group (1 4,000,000 70.21%
person)

(1) All Percentages have been rounded up to the nearest one hundredth of
one percent.
(2) The person having voting, dispositive or investment powers over Art
XPectations is David Austin, Authorized Agent.
(3) The person having voting, dispositive or investment powers over
Progressive Capital is Verle Pilant, Authorized Agent.
(4) The persons having voting, dispositive or investment powers over
TriPoint Capital are Michael Boswell, Louis Taubman and Mark
Elenowitz, Authorized Agents. TriPoint Holdings, LLC, a Maryland
limited liability company, is a holding company that owns 100% of
TriPoint Capital. Mr. Boswell, Mr. Taubman and Mr. Elenowitz are the
managers of TriPoint Capital and TriPoint Holdings, and, as such, they
may be deemed to control such entities and therefore be the beneficial
owners of the securities listed above.

CHANGES IN CONTROL

To the best of our knowledge, there are no arrangements that could cause a
change in our control.

STOCKHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING

Any stockholder who intends to present a proposal at the 2008 Annual Meeting of
Stockholders must ensure that the proposal is received by the Corporate
Secretary of Silver Pearl, 1541 E. Interstate 30, Suite 140, Rockwall, Texas
75087:

o Not later than March 2, 2008, if the proposal is submitted for
inclusion in our proxy materials for that meeting pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934; or

o May 1, 2008.

FORM 10-KSB

On April 17, 2007, we filed with the SEC an annual report on Form 10-KSB for the
fiscal year ended December 31, 2006. A copy of the Form 10-KSB is enclosed
herewith. Upon written request to the Company's Secretary, the exhibits set
forth on the exhibit index of the Form 10-KSB may be made available at
reasonable charge (which will be limited to our reasonable expenses in
furnishing such exhibits).

ADMISSION TICKET
SILVER PEARL ENTERPRISES, INC.
1541 E. Interstate 30, Suite 140
Rockwall, Texas 75087

THIS ADMISSION TICKET ADMITS ONLY THE NAMED STOCKHOLDER AND A GUEST.
NOTE: If you plan on attending the Annual Meeting in person, please bring, in
addition to this admission ticket, a proper form of identification. Video, still
photography and recording devices are not permitted at the Annual Meeting. For
the safety of attendees, all handbags and briefcases are subject to inspection.
Your cooperation is appreciated.

Directions to 1541 E. Interstate 30,Suite 140, Rockwall, Texas 75087:

From downtown Dallas:
Take Interstate 30 east to Rockwall approximately 25 miles
Take Exit #70 - FM 549
Go north over Interstate 30 and take the west access road
Go approximatelyone (1) mile to 1541 East Interstate 30.

PROXY

SILVER PEARL ENTERPRISES, INC.
1541 E. Interstate 30, Suite 140
Rockwall, Texas 75087

ANNUAL MEETING OF SHAREHOLDERS - JULY 30, 2007

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Denise Smith, as proxy of the undersigned, with
full power to appoint her substitute, and hereby authorizes her to represent and
to vote all the shares of stock of Silver Pearl Enterprises, Inc. which the
undersigned is entitled to vote, as specified on the reverse side of this card,
at the Annual Meeting of Shareholders of Silver Pearl Enterprises, Inc. to be
held at 1541 E. Interstate 30, Suite 140, Rockwall, Texas 75087, on July 30,
2007 at 9:00 a.m. and at any adjournment or postponement thereof.

When this proxy is properly executed, the shares to which this proxy relates
will be voted as specified. If no contrary instruction is indicated for any
proposal, the vote shall be cast in accordance with the recommendation of the
Board of Directors. This proxy authorizes the above designated proxy to vote in
her discretion on such other business as may properly come before the meeting or
any adjournments or postponements thereof to the extent authorized by Rule
14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

If you wish to vote in accordance with the Board of Directors' recommendations,
just sign below. You need not mark any boxes.

This proxy is solicited on behalf of the Board of Directorsof Silver Please mark your votes as indicated
Pearl Enterprises, Inc. The Board of Directors unanimously in this example. [X]
recommends that you vote "For" each of the proposals.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY BY USING THE
ENCLOSED ENVELOPE.

1. To elect The Board of Directors, whose terms are described in the proxy
statement. (To withhold authority to vote for any nominee, mark "For All Except"
and write the nominee's name(s) on the line below.)
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
[_] [_] [_]
----------------------------

Please indicate if you intend to attend this meeting [_] YES [_] NO

If address has changed, please check the box and indicate your new address below [_]

- --------------------------------

I/We: [ ]will attend; [ ]will not attend the meeting.

Signature(s) Date:

- -------------------------------------------------------

- -------------------------------------------------------
PLEASE PRINT YOUR NAME ABOVE

This proxy must be signed exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is a
corporation, please print full corporate name and indicate capacity of the duly
authorized officer executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate capacity of duly
authorized officer executing on behalf of the partnership.

CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS

FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act

For the Fiscal Year Ended December 31, 2006

SILVER PEARL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Nevada 333-124837 45-0538522
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

1541 E. Interstate 30, Rockwall, Texas 75087
(Address of principal executive offices (zip code))

972-722-3352
(Registrant's telephone number, including area code)

(Former address)

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock

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 Act of 1934 during the past
12 months and (2) has been subject to such filing requirement for the past
90 days. YES [X] NO [ ]

Indicate by a check mark whether the company is a shell company (as defined by
Rule 12b-2 of the Exchange Act: Yes [ ] No [ X ].

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 2006: $228,400

Shares of common stock outstanding at December 31, 2006: 5,696,800

PART I.

ITEM 1. DESCRIPTION OF BUSINESS

We were incorporated on May 4, 2004 in the State of Texas as Silver
Pearl Enterprises, Inc. in order to sell furniture and decorating accessories
for both residential and commercial uses. We purchase our furniture through
companies that import directly from manufacturers in China, and some decorating
items from local importers and distributors. We opened our store in December
2004 and need to raise money for additional inventory and to promote our store
and our website.

Sales in 2006 were $97,738 and in 2005 were $134,690. We sell
residential and office furniture that is imported mostly from China and other
decorating accessories, some of which are imported and some of which we obtain
from local importers and distributors.

We are an independent retailer of home and commercial furniture and related
accessories. Our product offerings include sofas, love seats, mirrors,
occasional tables, lamps, rugs, bed frames, bureaus and dressers, pictures, and
assorted home and business ornamental accessories.

Our sole location is currently located in the Dallas Texas Metroplex operating
out of a 2,980 square foot commercial building.

We purchase product by container load resulting in higher retail margins,
cheaper pricing to the public, and a non-dependency on any one supplier.

All product sold is bought in its finished state. We perform no assembly or
manufacture, acting simply as a retail outlet for imported and regionally
purchased home and business furniture and accessories. We are an established
business, having been incorporated in June 2004 and having our grand opening in
December of 2004. We do not plan to offer a new product for which development is
necessary but may offer for sale pre-manufactured products that meet our product
mix and tastes of our customer base.

The retail sale of home and office furniture and related accessories is retail
focused and therefore driven by the local economy and the individual tastes and
preferences of the purchaser. We are keenly aware that to be competitive we must
not only offer the best value for the money but also the service our customers
expect when purchasing. It is our opinion the competitiveness of the retail
industry for home and office furnishing entails quality product, utilitarian and
ascetic aspects of the products, and service through product knowledge and
timely delivery. Competition varies by local retail outlets and product
offering. It is our opinion our imported products are unique and desirable by
the discriminating consumer.

We compete with not only local individual retail stores but also with regional
and national department store chains. We believe we can compete effectively with
the regional and national department stores due to our unique product mix. Most
larger furniture companies buy for all retail outlets and offer generic and
similar products. We believe our imported furniture and accessories offer an
additional choice not found at the traditional chain retailer.

We also believe we have competitively priced product in the mid range pricing
scale. This provides access to a larger cross-section of the retailing public

that are shopping for products such as we sell. Finally, we believe our ability
to make prompt delivery of orders through maintenance of inventory to be a key
to the success of not only satisfied customers, but also allowing for repeat
business.

The Dallas-Fort Worth Metroplex
According to the DFW Regional Economic Development Fact Book prepared by the
Greater Dallas Chamber (located at the following web address
http://www.gdc.org/DFW%20Regional%20Economic%20Development%20Fact%20Book.pdf
#search='metroplex%20population) "The eight counties of the Dallas PMSA (Primary
Metropolitan Statistical Area) together with the four counties of the Fort Worth
PMSA compose the 12-county Dallas-Fort Worth Consolidated Metropolitan
Statistical Area (Dallas-Fort Worth CMSA), referred to collectively as the
Metroplex. With a population well over 5 million, the Metroplex is the largest
market in the Southern US and ninth largest in the nation. Between 2000 and
2030, the diversified population of the Metroplex is expected to grow by 2.7
million people to almost 8 million. Dallas-Fort Worth has a large working-age
population. According to Census 2000, the median age of the Metroplex is 32.1
while the national age is 35.3.

This report also identifies Metroplex household income trends. According to this
report and based on information from the US Census Bureau, the following chart
highlights the increased affluence and therefore increased disposable income of
residents of the Metroplex:

DFW Household 1990 2000 2005
Income (Nominal $) Census Census Estimate
- ----------------------------------------------------------------------

0 - $34,999 52.9% 35.7% 30.5%
$35,000 - $74,999 35.7% 37.0% 37.2%
$75,000 - $150,000 9.3% 21.3% 26.2%
$150,000 + 2.0% 6.0% 6.0%

Competition
We believe competition will be determined by price, service, and product
selection. The Company believes it has a competitive edge in all three
categories specifically:

Price - Due to discount purchasing through container of competitively
manufactured quality merchandise, the Company believes it has an advantage over
regional and national chain stores.

Selection - Due to the foreign element of the Company's product, it possesses a
uniqueness which differentiates it from traditional chain store furnishings and
accessories. This in itself will drive the attractiveness factor of the product.

Service - Store purchases are guaranteed same day delivery through contract
local metro shipping companies.

Marketing
Marketing activities have been restricted by cash flow and as such have been
limited to building signage and word of mouth advertising. Going forward,
through the proceeds of this offering, the company intends to increase marketing
activities through printed circulars, newspapers, trade magazines and local
television and radio commercial spots.

Employees
The Company presently has one employee other than the President.

Other factors
The Company's operations are not dependent on patents, copyrights, trade
secrets, know-how or other proprietary information. We do not anticipate doing
so in the future. We are not under any confidentiality agreements, covenants and
the like.

ITEM 2. DESCRIPTION OF PROPERTY

The company rents a 2,980 square foot facility on a three year lease at the rate
of $1,500 per month from a company controlled by a shareholder. The lease
expires in July 2007.

ITEM 3. LEGAL PROCEEDINGS

The company is not involved in any legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote to the security holders during
2006.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The Common Stock is not currently quoted on any exchange.

Shareholders

As of December 31, 2006, there were 139 record holders of the Common Stock.

Dividends

The Company has not paid cash dividends on any class of common equity since
formation and the Company does not anticipate paying any dividends on its
outstanding common stock in the foreseeable future.

Warrants

The Company has no warrants outstanding.

ITEM 6. MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION

SUMMARY OF 2006

We started our business in 2004 when we incorporated on May 4, 2004 and opened
our store in late November. As a new business we took time to develop our image
and our marketing strategy. Sales were lower in 2006 as the initial marketing
and advertising blitz in early 2005 spiked sales for the spring and summer.

Results for the Period Ended December 31, 2006

Revenues for the period ended December 31, 2006 were $97,738 compared to
$134,690 for 2005.

Cost of goods sold were $75,548 for 2006 and $58,004 for 2005, thus giving us a
gross profit of $22,190 or 23% and $76,868 or 57%. Our gross profit went down
year-over-year as we began to source product more from local merchants and buy
in smaller quantities, thus increasing our cost percentage, whereas in 2005 we
sourced significant inventory from China in container loads.

Total operating expenses for the period were $425,400 for 2006 and $132,000 for
2005. Included in the 2006 total is a non-cash expense for consulting services
of $265,000 for work completed related to our SB-1 filing. Adjusting for that
charge, our expenses were $160,400 or an increase of $28,400 or 22%. The
increase is due to professional fees of $10,313, filing fees of $8,096, energy
increases of $1,838, deprecation of $1,477, and general supplies of $3,219.

Net loss for the period was $344,649 compared to the loss for 2005 of $56,384.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company, together with the independent auditors'
report thereon of The Hall Group CPAs appear on pages F-1 through F-11 of this
report.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Management of
Silver Pearl Enterprises, Inc.
Rockwall, Texas

We have audited the accompanying balance sheet of Silver Pearl Enterprises, Inc.
as of December 31, 2006 and the related statements of income, cash flows and
stockholders' equity for the years ended December 31, 2006 and 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has suffered significant losses and will
require additional capital to develop its business until the Company either (1)
achieves a level of revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital requirements. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Silver Pearl Enterprises, Inc.
as of December 31, 2006, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

/s/ The Hall Group, CPAs
- ------------------------
The Hall Group, CPAs
Dallas, Texas

March 2, 2007

F-1

SILVER PEARL ENTERPRISES, INC.
Balance Sheet
December 31, 2006

ASSETS
Current Assets
Cash and Cash Equivalents $ 7,490
Inventory 67,082
---------
Total Current Assets 74,572

Fixed Assets - Net of Accumulated Depreciation 52,925

Other Assets
Deposits 1,500
Deferred Tax Benefit 70,117
---------
Total Other Assets 71,617
---------

TOTAL ASSETS $ 199,114
=========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 39,290
Short Term Note Payable 403
Line of Credit Payable 4,401
---------
Total Liabilities (All Current) 44,094

Stockholders' Equity
Common Stock, $.001 par value, 20,000,000 shares authorized,
5,696,800 shares issued and outstanding 5,698
Additional Paid-In Capital 555,452
Retained Earnings (Deficit) (406,130)
---------
Total Stockholders' Equity 155,020
---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 199,114
=========

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

F-2

SILVER PEARL ENTERPRISES, INC.
Statement of Income
For the Years Ended December 31, 2006 and 2005

2006 2005
----------- -----------
REVENUES $ 97,738 $ 134,690

COST OF SALES 75,548 58,004
----------- -----------
GROSS PROFIT 22,190 76,686

OPERATING EXPENSES
Advertising 33,223 43,622
Consulting Services 265,000 0
Contract Services 9,986 6,354
Rent 19,233 18,000
License & Fees 11,734 3,638
Office Expenses 3,876 590
Depreciation 14,160 12,683
Other Operating Expenses 68,188 47,113
----------- -----------
TOTAL OPERATING EXPENSES 425,400 132,000
----------- -----------

NET OPERATING INCOME (LOSS) (403,210) (55,314)

OTHER INCOME (EXPENSE)
Interest Income 33 8
Interest Expense (819) (3,050)
Unrealized Loss from Marketable Securities (1,969) (5,930)
----------- -----------
TOTAL OTHER INCOME (EXPENSE) (2,755) (8,972)
----------- -----------

NET (LOSS) BEFORE INCOME TAXES (405,965) (64,286)

Provision for Income Taxes (Expense) Benefit 61,316 7,902
----------- -----------

NET (LOSS) $ (344,649) (56,384)

Beginning Retained Earnings (Deficit) (61,481) (5,097)
----------- -----------

ENDING RETAINED EARNINGS (DEFICIT) $ (406,130) (61,481)
=========== ===========

EARNINGS PER SHARE

Weighted Average of Outstanding Shares 5,127,233 4,826,145
=========== ===========
Income (Loss) for Common Stockholders $ (0.07) (0.01)
=========== ===========

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

F-3

SILVER PEARL ENTERPRISES, INC.
Statement of Changes in Stockholders' Equity
For the Years Ended December 31, 2006 and 2005

Common Stock Paid-In Retained
Shares Amount Capital Earnings Totals
----------------- ---------------------------- ---------------------------------

2005
- ----
Beginning Stockholder's Equity 4,760,000 $ 4,760 $ 104,240 $ (5,097) 103,903

Issuance of Common Stock
for Marketable Securities 60,000 60 13,690 13,750

Issuance of Common Stock
for Cash 205,300 205 102,445 102,650

Net (Loss) (56,384) (56,384)
----------------- ------------ -------------- ------------- -----------------

Ending Stockholders' Equity 5,025,300 $ 5,025 $ 220,375 $ (61,481) $ 163,919
================= ============ ============== ============= =================

2006
- ----
Issuance of Common Stock
for Cash 671,500 673 335,077 335,750

Net (Loss) (344,649) (344,649)
----------------- ------------ -------------- ------------- -----------------

Ending Stockholders' Equity 5,696,800 $ 5,698 $ 555,452 $ (406,130) $ 155,020
================= ============ ============== ============= =================

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

F-4

SILVER PEARL ENTERPRISES, INC.
Statement of Cash Flows
For the Years Ended December 31, 2006 and 2005

2006 2005
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(344,649) $ (56,384)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 14,160 12,683
(Increase) in Accounts Receivable 3,522 (3,522)
(Increase) in Inventory 3,809 (14,028)
(Increase) in Deferred Tax Benefit (61,316) (7,902)
Increase in Accrued Expenses 29,674 8,907
--------- ---------
Net Cash (Used) by Operating Activities (354,800) (60,246)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (32,188) 0
--------- ---------
Net Cash (Used) by Investing Activities (32,188) 0

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash 335,750 102,650
Common Stock Issued for Marketable Securities 0 13,750
Note Additions 0 28,734
Note Payments (24,335) (3,289)
--------- ---------
Net Cash Provided by Financing Activities 311,415 141,845
--------- ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS (75,573) 81,599

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 83,063 1,464
--------- ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 7,490 $ 83,063
========= =========

SUPPLEMENTAL DISCLOSURES

Cash Paid During the Year for Interest Expense $ 819 $ 3,050
========= =========
Stock Issued for Marketable Securities $ 0 $ 13,750
========= =========

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

F-5

SILVER PEARL ENTERPRISES, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2006

NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------

Nature of Activities, History and Organization:
-----------------------------------------------

Silver Pearl Enterprises, Inc. (The "Company") operates as a retailer
of furniture and framed art. The Company is located in Rockwall, Texas
and was incorporated on May 4, 2004 under the laws of the State of
Texas.

Significant Accounting Policies:
--------------------------------

The Company's management selects accounting principles generally
accepted in the United States of America and adopts methods for their
application. The application of accounting principles requires the
estimating, matching and timing of revenue and expense. Below is a
summary of certain significant accounting policies selected by
management.

Basis of Presentation:
----------------------

The Company prepares its financial statements on the accrual
basis of accounting.

Cash and Cash Equivalents:
--------------------------

All highly liquid investments with original maturities of
three months or less are stated at cost which approximates
market value.

Marketable Securities:
----------------------

Debt securities and equity securities that have readily
determinable fair values are recorded at fair value in the
accompanying balance sheet and are classified as
available-for-sale.

Inventory:
----------

The inventory method used is the specific identification
method. Additionally, inventory is stated at the lower of cost
or market value.

F-6

SILVER PEARL ENTERPRISES, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2006

NOTE 1 - (CONTINUED)
- --------------------

Website Development Costs:
--------------------------

The Company adopted EITF 00-02, "Accounting for website
developments costs". In accordance with EITF 00-02, the costs
incurred for the (i) website application and infrastructure
development; (ii) graphics development; and (iii) content
development, which took the website to a functional stage
where it could receive orders, were capitalized and amortized
over three years. Maintenance expenses or costs that do not
result in new revenue producing features or functions, such as
updating information and products or maintenance of the
website or promotion of the website using search engines, are
expensed as incurred. Prior to this development, Silver Pearl
had no website. In the twelve months ended December 31, 2006
and 2005, $0 and $700 has been expensed respectively, and none
capitalized.

Earnings (Loss) per Share:
--------------------------

Earnings (loss) per share (basic) is calculated by dividing
the net income (loss) by the weighted average number of common
shares outstanding for the period covered. As the Company has
no potentially dilutive securities, fully diluted earnings
(loss) per share is identical to earnings (loss) per share
(basic).

Use of Estimates:
-----------------

The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.

F-7

SILVER PEARL ENTERPRISES, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2006

NOTE 2 - FIXED ASSETS
- ---------------------

Fixed assets at December 31, 2006 are as follows:

Furniture & Equipment $ 3,794
Building 10,000
Sign 6,217
Transportation Equipment 4,314
Website 25,000
Leasehold Improvements 31,153
Less: Accumulated Depreciation (27,553)
-----------

Total Fixed Assets $ 52,925
===========

Depreciation expense was $14,460 and $12,683 for the years ended
December 31, 2006 and 2005.

NOTE 3 - COMMON STOCK
- ---------------------

The Company is authorized to issue 20,000,000 common shares at a par
value of $0.001 per share. These shares have full voting rights. At
December 31, 2006, there were 5,696,800 shares outstanding as follows:

Shares
------

At Inception 4,000,000
June 12, 2004 400,000
December 1, 2004 360,000
December 2005 in IPO 265,300
2006 671,500
---------

Total Shares Outstanding 5,696,800
=========

F-8

SILVER PEARL ENTERPRISES, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2006

NOTE 4 - INCOME TAXES
- ---------------------

The Company has adopted Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes (SFAS No. 109), which requires the use
of the liability method in the computation of income tax expense and
the current and deferred income taxes payable. Under SFAS No. 109,
income tax expense consists of taxes payable for the year and the
changes during the year in deferred assets and liabilities. Deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases and financial reporting bases of
assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.

The Company had a net loss for the year ended December 31, 2006 and
2005, and therefore a deferred tax benefit has been recognized in the
amount of $61,316 and $7,902 respectively.

The realization of deferred tax benefits is contingent upon future
earnings.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------

The Company leases retail space under a three-year lease which expires
in July 2007. Future minimum rental obligations at December 31,
2006 are as follows:

Year Ended

2007 $ 10,500
2008 and After 0
---------

Totals $ 10,500
=========

Rent expense was $19,233 and $18,000 for the years ended December 31,
2006 and 2005.

F-9

SILVER PEARL ENTERPRISES, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2006

NOTE 6 - NOTES PAYABLE
- ----------------------

The Company acquired certain assets through the issuance of a note
payable and common stock. The note principal was originally $11,931 and
was subsequently reduced to $403 through an offset against inventory of
$5,136 and payments of $6,392. The balance due at December 31, 2006 is
$403.

The Company entered into an amended and restated revolving credit
Arrangement on March 1, 2005 for $50,000. As of December 31, 2005,
$28,737 had been drawn down against the credit line. Collateral for the
loan includes all of the assets and business interests, as well as all
of the common stock that the Chief Executive Officer and Chief
Financial Officer own (4,000,000 shares). The loan has an interest rate
of 5% per annum, compounded monthly and is due on April 1, 2007. Upon
the occurrence of an event of default, Lender may attach and apply any
profits accrued by the Company, to cure the default or to apply on
account of any indebtedness under the Revolving Credit Arrangement due
and owing. At December 31, 2006, the balance owing on the Revolving
Credit Arrangement was $4,401.

NOTE 7 - FINANCIAL CONDITION AND GOING CONCERN
- ----------------------------------------------

The Company has an accumulated deficit through December 31, 2006
totaling $406,130 and had working capital of $30,478. Because of this
accumulated deficit, the Company will require additional working
capital to develop its business operations. The Company intends to
raise additional working capital either through private placements,
public offerings and/or bank financing. See subsequent events per NOTE
8 below. There are no assurances that the Company will be able to
either (1) achieve a level of revenues adequate to generate sufficient
cash flow from operations; or (2) obtain additional financing through
either private placement, public offerings and/or bank financing
necessary to support the Company's working capital requirements. To the
extent that funds generated from private placements, public offerings
and/or bank financing are insufficient, the Company will have to raise
additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms
acceptable to the Company. If adequate working capital is not
available, the Company may not be able to continue its operations.

The Company faces many factors in its ability to continue as a going
concern, including but not limited to, competition from larger and
better capitalized companies, and its ability to lure customers to its
retail store.

Should the above concerns materialize, it is conceivable that the
Company would have to suspend or discontinue operations. Management
believes that the efforts it has made to promote its operation will
continue for the foreseeable future. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The

F-10

SILVER PEARL ENTERPRISES, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2006

financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

NOTE 8 - SUBSEQUENT EVENTS
- --------------------------

The Company sold common shares in the first quarter of 2007 pursuant to
their 2006 SB-1 filing.

Upon the Company redomiciling to Nevada effective February 28, 2007,
20,000,000 shares of preferred stock with a par value of $.001 were
authorized. In addition, the Company increased its authorized common
shares to 50,000,000 with a par value of $.001.

F-11

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANICAL DISCLOSURES

None.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures
------------------------------------------------

We maintain controls and procedures designed to ensure that information
required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures performed within 90 days of the filing
date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures
were adequate.

(b) Changes in internal controls
----------------------------

There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to
the date of the evaluation of those controls by the chief executive
officer and principal financial officer.

PART III.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

As of December 31, 2006, the following persons serve as directors and officers
of the Company.

Denise D. Smith Chief Executive Officer, President, Chief Financial
Officer and Director

Denise D. Smith. Ms. Smith graduated from Oklahoma State University with a
degree in Advertising and Public Relations. She held various sales positions
selling advertising for brochures, magazines and a television station. These
positions required her to interact with business owners and help them develop an
advertising and marketing plan for their business and working with local and
national advertising agencies in selling advertising for their clients. This
entailed describing the different advertising avenues which gave her an
expertise in the advertising and marketing area. She also was required to
develop territories and generate new business for her employers. After working
successfully in these sales positions she took time to raise a family. Since
June 4, 2004, she has been the sole officer and director of Silver Pearl
Enterprises, Inc.

ITEM 10. EXECUTIVE COMPENSATION

Our executive officer received $5,100 in 2006 and $1,560 in 2005.

ITEM 11. SECUIRTY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS

As of December 31, 2006 the following persons are known to the Company to own 5%
or more of the Company's Voting Stock:

Title/relationship Amount owned
to Issuer Name of Owner before offering Percent
- --------------------------------------------------------------------------------
President, Secretary
and Director Denise D. Smith 4,000,000 70.22%

Shareholder Art Xpectations, LLC 400,000 7.02%

Shareholder VMP Enterprises, LLC 360,000 6.32%

Shareholder TriPoint Capital Advisors, LLC 480,000 8.43%
--------- -----

All officers, directors, and
5% shareholders as a group 5,240,000 91.99%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTION

None.

ITEM 13. EXHIBITS, FINANICAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report: Included in Part
II, Item 7 of this report:

Independent Auditor's Report

Balance Sheet as of December 31, 2006

Statement of Income for the Years Ended December 31, 2006 and
December 31, 2005

Statement of Stockholders' Equity For the Years Ended December 31, 2006
and December 31,2005

Statement of Cash Flows For the Years Ended December 31, 2006 and
December 31, 2005

Notes to the Financial Statements

(b) The company filed the following Form 8-Ks in 2006.

None.

31 Certification

32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - CEO and CFO

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES
The aggregate fees billed for professional services rendered by our auditors,
for the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-KSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal years 2006 and 2005 was $2,500 and
$4,500 respectively.

(2) AUDIT-RELATED FEES
$2,500

(3) TAX FEES
NONE

(4) ALL OTHER FEES
NONE

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES The Company does not have an audit
committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Annual Report on Form 10-KSB to be signed on its
behalf by the undersigned hereunto duly authorized.

SILVER PEARL ENTERPRISES, INC.

By: /s/ Denise D. Smith
---------------
Denise D. Smith
Chief Executive Officer and Chief Financial Officer

Dated: April 11, 2007