SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
Fiscal Year Ended December 31, 2008





[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934





For the
Transition Period from __________ to ___________








SILVER
PEARL ENTERPRISES, INC.


(Exact
name of registrant as specified in its charter)





Nevada
            000-51750
            45-0538522(State
      or other jurisdiction of incorporation)
            (Commission
      File Number)
            (IRS
      Employer Identification No.)





1541
      E Interstate 30, Rockwall, Texas
            
            
            
            75087(Address
      of Principal Executive Offices)
            
            
            
            (Zip
      Code)





(Registrant’s
telephone number, including area code): 972-722-4411





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





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





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 90days.Yes [X]   No
[    ].




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (s229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [   ]







Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 [   ].





Large
      Accelerated Filer [  ]
            
            Accelerated
      Filer [  ]Non-Accelerated
      Filer [  ]
            
            Smaller
      Reporting Company [ X ]








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





Indicate
the number of  Shares outstanding of each of the Registrant’s classes
of common stock, as of the latest practicable date. As of January 31,
2009: the Registrant had 5,696,800 shares of
common stock outstanding.





TABLE OF
CONTENTS





PART
      I
                
                3ITEM
      1
                Description
      of Business
                3ITEM
      2.
                Description
      of Property
                3ITEM
      3.
                Legal
      Proceedings
                3ITEM
      4.
                Submission
      of Matters to a Vote of Security Holders
                3PART
      II
                
                4ITEM
      5.
                Market
      for Registrant’s Common Equity and Related Stockholders
      Matters
                4ITEM
      6.
                Selected
      Financial Data
                4ITEM
      7.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                4ITEM
      8.
                Financial
      Statements and Supplementary Data
                5ITEM
      9.
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                6ITEM
      9A.
                Controls
      and Procedures
                6ITEM
      9B.
                Other
      InformationPART
      III
                
                8ITEM
      10.
                Directors,
      Executive Officers and Corporate Government
                8ITEM
      11.
                Executive
      CompensationITEM
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                8ITEM
      13.
                Certain
      Relationships and Related Transactions, and Director
      Independence
                9ITEM
      14.
                Principal
      Accounting Fees and Services
                9PART
      IVITEM
      15.
                Exhibits
      and Financial Statement Schedules
                10EXHIBIT
      INDEX
                
                10Exhibit
      31.1
                Certification
      of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002Exhibit
      32.1
                Certification
      of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by section 302 of the Sarbanes-Oxley Act of
      2002Exhibit
      32.1
                Certification
      of Chief Executive Oficer and Chief Financial Officer, pursuant to 18
      United States Code Section 1350, as enacted by Section 906 of the
      Sarbanes-Oxley Act of 2002SIGNATURES
                
                21











2


PART I.





FORWARD-LOOKING
STATEMENTS





This
annual report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, which we refer
to in this annual report as the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, which we refer to in this annual
report as the Exchange Act. Forward-looking statements are not statements of
historical fact but rather reflect our current expectations, estimates and
predictions about future results and events. These statements may use words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project”
and similar expressions as they relate to us or our management. When we make
forward-looking statements, we are basing them on our management’s beliefs and
assumptions, using information currently available to us. These forward-looking
statements are subject to risks, uncertainties and assumptions, including but
not limited to, risks, uncertainties and assumptions discussed in this annual
report. Factors that can cause or contribute to these differences include those
described under the headings “Risk Factors” and “Management Discussion and
Analysis and Plan of Operation.”





If one or
more of these or other risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may vary materially from what
we projected. Any forward-looking statement you read in this annual report
reflects our current views with respect to future events and is subject to these
and other risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity. All subsequent written and
oral forward-looking statements attributable to us or individuals acting on our
behalf are expressly qualified in their entirety by this paragraph. You should
specifically consider the factors identified in this annual report which would
cause actual results to differ before making an investment decision. We are
under no duty to update any of the forward-looking statements after the date of
this annual report or to conform these statements to actual results.








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. For the first part of the 2007, we purchased our furniture
through companies that import directly from manufacturers in China, and some
decorating items from local importers and distributors. We ceased operations at
the end of August 2007 and sold substantially all our assets.





Sales in
2008 were $-0- compared to $35,558 in 2007. Before we ceased operations in
August 2007, we sold residential and office furniture, and other decorating
accessories, some of which were imported and some of which we obtained from
local importers and distributors.








ITEM
2.                      DESCRIPTION
OF PROPERTY





The
company rented 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 expired
in July 2007. We
now share an office with the President, at no charge to the Company, since we
have no operations.








ITEM  3.                      LEGAL
PROCEEDINGS





The
company is not involved in any legal proceedings.








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




On
December 29, 2008, in the annual meeting of the shareholders, the security
holders elected the following director of the corporation:
  Denise
Smith





3


PART
II





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





The
common stock is currently quoted on the NASDAQ bulletin board under the symbol
“SVPE.”





The
following table sets forth the quarterly high and low bid prices for the Common
Stock for 2008.  The prices set forth below represent interdealer
quotations, without retail markup, markdown or commission and may not be
reflective of actual transactions.





Fiscal
      2008
                  High
                  LowFirst
      Quarter
                  $0.15
                  $0.15Second
      Quarter
                  $0.15
                  $0.15Third
      Quarter
                  $0.15
                  $0.15Fourth
      Quarter
                  $0.15
                  $0.15





Shareholders





As of
December 31, 2008, there were approximately 99 record holders of the Common
Stock. This number excludes any estimate by the Company of the number of
beneficial owners of shares held in street name, the accuracy of which cannot be
guaranteed.





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                      SELECTED
FINANCIAL DATA





Not
required.








ITEM
7                      MANAGEMENT
DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION





SUMMARY
OF 2008


4





In 2008
we had no operations since we ceased operations in August of 2007. We therefore
had no sales in 2008. We are focusing on finding an acquisition
candidate.





Results
for the Period Ended December 31, 2008





Revenues
for the twelve months ended December 31, 2008 were $-0- compared to $35,558 for
the twelve months ended December 31, 2007.





Cost of
goods sold were $-0- for 2008 and $13,781 for 2007, thus giving us a gross
profit of $-0- for 2008 and $21,777 or 61% in 2007.





Total
operating expenses for the period were $14,113 for 2008 and $80,916 for 2007.
The significant decrease is due to us having no operations in 2008. However, we
still had certain expenses to maintain the corporation which almost wholly
relate to compliance with maintaining our listing.





Total
other income was interest received on the note receivable. This note was written
off at December 31, 2008 due to the uncertainty of collectability.





Total
other expenses included interest expense, loss from write off of assets and our
income tax benefit.





We
incurred interest expense on our line of credit which was $1,768 in 2008 and
$1,679 in 2007.





In 2007
we sold substantially all our assets and took a note for that sale. In 2007 we
recorded a $46,384 loss on that sale. In 2008 we wrote off the note due to the
uncertainty of collection and recorded a loss of $48,672.





Through
December 31, 2006 we had accrued a tax deferred asset of $70,117 and in 2007
zeroed it out since it became apparent that we were not, and did not expect to
be, in a position to take advantage of it. In 2008 we have not recorded and tax
asset since we do not have or expect to have income to offset it.





Net loss
for the twelve months ended December 31, 2008 was $61,841 compared to the loss
for 2007 of $176,240.





The
Company is now focused on finding an acceptable acquisition or merger candidate.
As of the date of this 10-K, we have not entered into any discussions or
negotiations with any company, whether formal or informal.





ITEM
7A.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable





ITEM
8.                       
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Incorporated
in this filing are the following financial statements:





Report of Independent Registered Public
Accounting Firm





Balance Sheets as of December 31, 2008
and 2007





Statements
of Operations for the Years Ended December 31, 2008 and December 31,
2007





Statement
of Changes in Stockholders’ Equity For the Years Ended December 31, 2008 and
December 31, 2007





Statements
of Cash Flows For the Years Ended December 31, 2008 and December 31,
2007





Notes to
the Financial Statements








5







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





None.





ITEM
9A.                                CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2008.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the annual report on Form 10-K has been made known to
them.







For
purposes of this section, the term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms.  Disclosure, controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by in our reports filed under the Securities Exchange Act of
1934, as amended (the "Act") is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




Based
upon an evaluation conducted for the period ended December 31, 2008, our Chief
Executive and Chief Financial Officer as of December 31, 2008 and as of the date
of this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weakness of our internal
controls:







·
            Reliance
      upon financial reporting consultants for review of critical
       accounting areas and disclosures and material non-standard
      transactions.




·
            Lack
      of sufficient accounting staff which results in a lack of segregation of
      duties necessary for a good system of internal
  control.









In order
to remedy our existing internal control deficiencies, as our finances allow, we
will hire additional accounting staff.




Management’s Annual Report
on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.







6






Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework at December 31, 2008.   Based on its
evaluation, our management concluded that, as of December 31, 2008, our internal
control over financial reporting was not effective because of: 1) Our reliance
upon independent financial reporting consultants for review of critical
accounting areas and disclosures and material non-standard transaction; and 2) a
lack of sufficient accounting staff which results in a lack of segregation of
duties necessary for a good system of internal control.  A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.









Changes in Internal Controls
over Financial Reporting




We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.








7





PART
III.





ITEM
10.                                DIRECTORS
AND EXECUTIVE OFFICERS OF REGISTRANT





As of
December 31, 2008, the following persons or entities serve as directors and
officers of the Company.





Denise
      D. Smith
            
            53
            
            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
11.                                EXECUTIVE
COMPENSATION





Our
executive officer received $-0- in 2008 and $-0- in
2007 in cash and non-cash compensation and benefits.





ITEM
      12.
            SECURITY
      OWNERSHIP OF MANANGEMENT AND BENEFICIAL
OWNERS





As of
December 31, 2008 the following persons are known to the Company to own 5% or
more of the Company's voting stock:





Title
      / relationship
                  to
      Issuer
                Name
      of Owner
                
                Amount
      owned
                  before
      offering
                
                
                PercentPresident,
      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
                %


8





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE





There
were no related transactions.





As of the
date of this filing, there are no agreements or proposed transactions, whether
direct or indirect, with anyone, but more particularly with any of the
following:





A
director or officer of the issuer;


Any
principal security holder;


Any
promoter of the issuer; or


Any
relative or spouse, or relative of such spouse, of the above referenced
persons.











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 of the financial
statements included in the registrant's Form 10-K and review of the financials
included in the Form 10-Q’s or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for fiscal years 2008 and 2007 was $9,500 and $14,000 respectively.




(2)
AUDIT-RELATED FEES




NONE




(3) TAX
FEES




NONE




(4) ALL
OTHER FEES




NONE




(5) AUDIT
COMMITTEE POLICIES AND PROCEDURES




The
Securities and Exchange Commission has adopted rules implementing
Section 407 of the Sarbanes-Oxley Act of 2002 requiring public companies to
disclose information about “audit committee financial experts.”  As of the
date of this Annual report, we do not have a standing Audit Committee.   The functions of the
Audit Committee are currently assumed by our Board of Directors. 
Additionally, we do not have a member of our Board of Directors that qualifies
as an “audit committee financial expert.”  For that reason, we do not have
an audit committee financial expert.




9





(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.





ITEM
      15.
            EXHIBITS,
      FINANICAL STATEMENT SCHEDULES





(a)  None.





(b)  The
company filed the following Form 8-K’s in 2008.





Form 8-K
filed on January 24, 2008 to disclose the sale of its assets and the
discontinuance of its operations.





(c)           Exhibits





No.
              Description31.1
              Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
              Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of
      the Sarbanes-Oxley Act of
2002.


































10




























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 sheets of Silver Pearl Enterprises, Inc. as of
December 31, 2008 and 2007 and the related statements of operations, cash flows
and stockholders’ equity for the years then ended.  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 audits.





We
conducted our audits 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 audits
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





We were
not engaged to examine management’s assertion about the effectiveness of Silver
Pearl Enterprises, Inc.’s internal control over financial reporting as of
December 31, 2008 and 2007 and, accordingly, we do not express an opinion
thereon.





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, 2008 and 2007 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.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 8 to the
financial statements, the Company has sold all of their assets, 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 8.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/  The Hall
Group, CPAs


The Hall
Group, CPAs


Dallas,
Texas





February
13, 2009


11


SILVER
PEARL ENTERPRISES, INC.


Balance
Sheets


December
31, 2008 and 2007








2008
                  
                  
                  2007ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                  
                  $
                  150
                  
                  
                  $
                  863Total
      Current Assets
                  
                  
                  150
                  
                  
                  
                  863Other
      AssetsNote
      Receivable
                  
                  
                  0
                  
                  
                  
                  47,953Total
      Other Assets
                  
                  
                  0
                  
                  
                  
                  47,953TOTAL
      ASSETS
                  
                  $
                  150
                  
                  
                  $
                  48,816LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      Payable
                  
                  $
                  25,732
                  
                  
                  $
                  25,334Due
      to Related Parties
                  
                  
                  16,500
                  
                  
                  
                  16,500Revolving
      Line of Credit
                  
                  
                  40,979
                  
                  
                  
                  28,202Total
      Liabilities (All Current)
                  
                  
                  83,211
                  
                  
                  
                  70,036Stockholders’
      Equity (Deficit)Preferred
      Stock, $.001 par value, 20,000,000 shares
                    authorized,
      -0- and -0- shares issued and outstanding
                  
                  
                  0
                  
                  
                  
                  0Common
      stock, $.001 par value, 50,000,000 shares
                    authorized,
      5,696,800 and 5,696,800 shares issued
                    and
      outstanding
                  
                  
                  5,697
                  
                  
                  
                  5,697Additional
      Paid-In Capital
                  
                  
                  555,453
                  
                  
                  
                  555,453Retained
      Earnings (Deficit)
                  
                  
                  (644,211
                  )
                  
                  
                  (582,370
                  )Total
      Stockholders’ Equity (Deficit)
                  
                  
                  (83,061
                  )
                  
                  
                  (21,220
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                  
                  $
                  150
                  
                  
                  $
                  48,816














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


12





SILVER
PEARL ENTERPRISES, INC.


Statements
of Operations


For
the Years Ended December 31, 2008 and 2007








2008
                            
                            
                            2007REVENUES
                            
                            $
                            0
                            
                            
                            $
                            35,558COST
      OF SALES
                            
                            
                            0
                            
                            
                            
                            13,781GROSS
      PROFIT
                            
                            
                            0
                            
                            
                            
                            21,777OPERATING
      EXPENSESDepreciation
                            
                            
                            0
                            
                            
                            
                            10,981General
      and Administrative
                            
                            
                            14,113
                            
                            
                            
                            69,935TOTAL
      OPERATING EXPENSES
                            
                            
                            14,113
                            
                            
                            
                            80,916NET
      OPERATING INCOME (LOSS)
                            
                            
                            (14,113
                            )
                            
                            
                            (59,139
                            )OTHER
      INCOME (EXPENSE)Interest
      Income
                            
                            
                            2,877
                            
                            
                            
                            1,079Interest
      Expense
                            
                            
                            (1,768
                            )
                            
                            
                            (1,679
                            )Unrealized
      Loss on Marketable Securities
                            
                            
                            (165
                            )
                            
                            
                            0Loss
      on Sale of Assets
                            
                            
                            0
                            
                            
                            
                            (46,384
                            )Loss
      on Write Off of Note Receivable
                            
                            
                            (48,672
                            )
                            
                            
                            0TOTAL
      OTHER INCOME (EXPENSE)
                            
                            
                            (47,728
                            )
                            
                            
                            (46,984
                            )NET
      (LOSS) BEFORE INCOME TAXES
                            
                            
                            (61,841
                            )
                            
                            
                            (106,123
                            )Provision
      for Income Taxes (Expense) Benefit
                            
                            
                            0
                            
                            
                            
                            (70,117
                            )NET
      INCOME (LOSS)
                            
                            $
                            (61,841
                            )
                            
                            $
                            (176,240
                            )EARNINGS
      PER SHARE, basic and dilutedWeighted
      Average of Outstanding Shares
                            
                            
                            5,696,800
                            
                            
                            
                            5,696,800Income
      (Loss) for Common Stockholders
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.03
                            )

















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





13





SILVER
PEARL ENTERPRISES, INC.


Statement
of Changes in Stockholders’ Equity


For
the Years Ended December 31, 2008 and 2007








Common
                      
                      
                      
                      Additional
                        Paid-In
                      
                      
                      
                      Retained
                        EarningsShares
                      
                      
                      
                      Amount
                      
                      
                      
                      Capital
                      
                      
                      
                      (Deficit)
                      
                      
                      
                      TotalsStockholders’
      Equity (Deficit) at January 1, 2007
                      
                      
                      5,696,800
                      
                      
                      $
                      5,697
                      
                      
                      $
                      555,453
                      
                      
                      $
                      (406,130
                      )
                      
                      $
                      155,0202007
      Net (Loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (176,240
                      )
                      
                      
                      (176,240
                      )Stockholders’
      Equity (Deficit) at December 31, 2007
                      
                      
                      5,696,800
                      
                      
                      $
                      5,697
                      
                      
                      $
                      555,453
                      
                      
                      $
                      (582,370
                      )
                      
                      $
                      (21,220
                      )2008
      Net (Loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (61,841
                      )
                      
                      
                      (61,841
                      )Stockholders’
      Equity (Deficit) at December 31, 2008
                      
                      
                      5,696,800
                      
                      
                      $
                      5,697
                      
                      
                      $
                      555,453
                      
                      
                      $
                      (644,211
                      )
                      
                      $
                      (83,061
                      )





















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











14











SILVER
PEARL ENTERPRISES, INC.


Statements
of Cash Flows


For
the Years Ended December 31, 2008 and 2007








2008
                            
                            
                            2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
                            
                            $
                            (61,841
                            )
                            
                            $
                            (176,240
                            )Adjustments
      to reconcile net loss to net cash used
                              by
      operating activities:Depreciation
                            
                            
                            0
                            
                            
                            
                            10,981Loss on Write Off Of Note Receivable
                            
                            
                            48,672
                            
                            
                            
                            0Loss on Disposition of Assets
                            
                            
                            0
                            
                            
                            
                            46,384Decrease
      in Inventory
                            
                            
                            0
                            
                            
                            
                            67,082Decrease
      in Deposits
                            
                            
                            0
                            
                            
                            
                            1,500Decrease
      in Deferred Tax Benefit
                            
                            
                            0
                            
                            
                            
                            70,117Increase
      in Due to Related Parties
                            
                            
                            0
                            
                            
                            
                            16,500(Decrease)
      Increase in Accounts Payable
                            
                            
                            398
                            
                            
                            
                            (13,956
                            )Net
      Cash Provided (Used) by Operating Activities
                            
                            
                            (12,771
                            )
                            
                            
                            22,368CASH
      FLOWS USED FROM INVESTING ACTIVITIESAcquisition
      of Note Receivable
                            
                            
                            0
                            
                            
                            
                            (47,953
                            )Disposition
      of Fixed Assets
                            
                            
                            0
                            
                            
                            
                            (4,440
                            )Net
      Cash (Used) by Investing Activities
                            
                            
                            0
                            
                            
                            
                            (52,393
                            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from  Line of Credit
                            
                            
                            12,777
                            
                            
                            
                            23,801Payments
      on Note Payable
                            
                            
                            (719
                            )
                            
                            
                            (403
                            )Net
      Cash Provided by Financing Activities
                            
                            
                            12,058
                            
                            
                            
                            23,398NET
      (DECREASE) IN CASH AND CASH EQUIVALENTS
                            
                            
                            (713
                            )
                            
                            
                            (6,627
                            )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF YEAR
                            
                            
                            863
                            
                            
                            
                            7,490CASH
      AND CASH EQUIVALENTS AT END OF YEAR
                            
                            $
                            150
                            
                            
                            $
                            863SUPPLEMENTAL
      DISCLOSURESCash
      Paid During the Year for Interest Expense
                            
                            $
                            0
                            
                            
                            $
                            0








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


15


SILVER
PEARL ENTERPRISES, INC.


Notes
to the Financial Statements


December
31, 2008 and 2007








NOTE 1 – NATURE OF
ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES





Nature of Activities,
History and Organization:





Silver
Pearl Enterprises, Inc. (the “Company”) operated as a retailer of furniture and
framed art until August of 2007 when it sold its assets due to continuing
losses. The Company is now looking for an acquisition candidate. The Company is
located in Rockwall, Texas and was incorporated on May 4, 2004, under the laws
of the State of Texas.





The
Company redomiciled to Nevada effective February 28, 2007, upon which 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.





As
discussed in Note 2, the Company sold all of their operating assets during 2007
in exchange for a note receivable.





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.  The
accounting policies used conform to generally accepted accounting principles
which have been consistently applied in the preparation of these financial
statements.





The
financial statements and notes are representations of the Company’s management
which is responsible for their integrity and objectivity. Management further
acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company's system of
internal  accounting control is designed to assure, among other items,
that  1) recorded  transactions  are
valid;  2) valid  transactions  are
recorded;  and  3)
transactions  are  recorded in the proper  period
in a timely  manner to produce financial  statements which
present fairly the financial  condition,  results of
operations  and cash  flows of
the  Company  for
the  respective  periods  being
presented.





Basis of
Presentation:





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





Cash and Cash
Equivalents:





Cash and
cash equivalents includes cash in bank with original maturities of three months
or less are stated at cost which approximates market value, which in the opinion
of management, are subject to an insignificant risk of loss in
value.








16





Fair Value of Financial
Instruments:





In
accordance with the reporting requirements of Statement of Financial Accounting
Standards (“SFAS”) No. 107, “Disclosures About Fair Value of
Financial Instruments” (SFAS no. 107), the Company calculates the fair
value of its assets and liabilities which qualify as financial instruments under
this statement and includes this additional information in the notes to the
financial statements when the fair value is different than the carrying value of
those financial instruments.  At December 31, 2008, the Company did
not have any financial instruments other than cash and cash
equivalents.





Inventory:





Inventory
is comprised of goods purchased for resale; therefore, the Company has no raw
materials or work in process.  The Company uses the specific
identification and FIFO (“First In, First Out”) methods for inventory tracking
and valuation.  Inventory is stated at the lower of cost or market
value.





Revenue
Recognition:





The
Company recognizes revenue from the sale of products in accordance with the
Securities and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
Statements" ("SAB 104").  Revenue will be recognized only when
all of the following criteria have been met:




·
            Persuasive
      evidence of an arrangement exists;·
            Ownership
      and all risks of loss have been transferred to buyer, which is generally
      upon shipment;·
            The
      price is fixed and determinable; and·
            Collectibility
      is reasonably assured.




All
inventory is picked up by the customer or shipped to customers FOB shipping
point.  The risk of loss transfers to the customer at the time of pick
up or shipment.  Currently all revenue is generated from the sale of
products and no revenue is earned from services rendered.





Revenue
is recorded net any of sales taxes charged to customers.





Cost of Goods
Sold:





Cost of
Goods Sold includes direct material costs and incoming and outgoing
freight.





Advertising
Costs





The
Company incurred $0 and $0 advertising costs for the years ended December 31,
2008 and 2007, respectively.





Income
Taxes:





Income
from the corporation is taxed at regular corporate rates per the Internal
Revenue Code.  There are no provisions for current taxes due to net
available operating losses.





Earnings Per
Share:





Earnings
(loss) per share (EPS) (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,
diluted earnings (loss) per share (diluted) is equal to earnings (loss) per
share (basic).








17





Recent Accounting
Pronouncements:





The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.





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.





NOTE 2 – SALE OF
      ASSETS





On August
31, 2007, the Company sold all of their operating assets, including all
inventory and fixed assets.  The purchaser also assumed certain
operating liabilities.  A loss of $46,384 was recognized on the
sale.





The
Company received a $47,953 note receivable in exchange for the
assets.   The note bears interest at 9%, with ten interest only
payments of $359 beginning October 15, 2007.   Beginning on July
15, 2008, principal and interest payments of $1,525 were due based upon a three
year amortization.  There is no prepayment
penalty.   During 2008, the Company determined that the note was
uncollectible, and was written off.  A loss of $48,672 was recognized
on the write-off, which included accrued interest of $719.





NOTE 3 – DUE TO RELATED
PARTY





At
December 31, 2008 and 2007, the Company owed $16,500 in rent to Dynacap Holdings
Ltd., LLC (“Dynacap”).  A shareholder who is also the spouse of the
Company’s Chief Executive Officer, is also a member of Dynacap.





NOTE 4 – LINE OF
      CREDIT





The
Company entered into an amended and restated revolving credit arrangement on
March 1, 2005 with a credit limit of $50,000.   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 was due on April 1, 2007.   The
note is currently payable upon demand.  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, 2008, the balance owed on the revolving credit arrangement was
$40,979.





NOTE 5 –
      EQUITY





The
Company is authorized to issue 20,000,000 preferred shares at a par value of
$0.001 per share.   At December 31, 2008, no shares were
outstanding.





The
Company is authorized to issue 50,000,000 common shares at a par value of $0.001
per share. These shares have full voting rights.  At December 31,
2008, there were 5,696,800 shares outstanding.





The
Company does not have any stock option plans or stock warrants.








18







NOTE 6 – INCOME
      TAXES





During
the year ended December 31, 2007, the Company adopted Financial Accounting
Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes” (“FIN 48”), which supplements SFAS No. 109, “Accounting for Income Taxes”
(SFAS No. 109), by defining the confidence level that a tax position must meet
in order to be recognized in the financial statements.   The
Interpretation requires that the tax effects of a position be recognized only it
if is “more-likely-than-not” to be sustained based solely on its technical
merits as of the reporting date.  The more-likely-than-not threshold
represents a positive assertion by management that a company is entitled to the
economic benefits of a tax position.  If a tax position is not
considered more-likely-than-not to be sustained based solely on its technical
merits, no benefits of the tax position are to be
recognized.  Moreover, the more-likely-than-not threshold must
continue to be met in each reporting period to support continued recognition of
a benefit.  With the adoption of FIN 48, companies are required to
adjust their financial statements to reflect only those tax positions that are
more-likely-than-not to be sustained.  Any necessary adjustment would
be recorded directly to retained earnings and reported as a change in accounting
principle.





The
Company’s deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carry forwards.  For Federal income tax
purposes, the Company uses the cash basis of accounting, whereas the accrual
basis is used for financial reporting purposes.  In addition, certain
assets are charged to expense when acquired under Section 179 of the Internal
Revenue Code for income tax purposes.





The
Company provided a full valuation allowance on the net deferred tax asset,
consisting primarily of net operating loss carryforwards, because management has
determined that it is more-likely-than-not that the Company will not earn income
sufficient to realize the deferred tax assets during the carry forward
period.   The cumulative tax effect at the expected tax rate of
25% of significant items comprising the Company’s net deferred tax amounts as
of  December 31, 2008 and 2007 are as follows:








2008
                
                
                2007Deferred
      tax assets attributable to:Prior
      years
                
                $
                149,191
                
                
                $
                116,327Tax
      benefit (liability) for current year
                
                
                15,460
                
                
                
                32,864Total
      Deferred Tax Benefit
                
                $
                164,651
                
                
                $
                149,191Valuation
      Allowance
                
                
                (164,651
                )
                
                
                (149,191
                )Net
      Deferred Tax Benefit
                
                $
                0
                
                
                $
                0





The
realization of deferred tax benefits is contingent upon future earnings and is
fully reserved at December 31, 2008.





NOTE 7 – COMMITMENTS AND
CONTINGENCIES





The lease
for the Company’s retail space expired in July 2007 and was not
renewed.   The Company does not have any future minimum rental
obligations or any other commitments as of December 31, 2008.





Rent
expense was $0 and $10,500 for the years ended December 31, 2008 and
2007.






19










NOTE 8 – FINANCIAL CONDITION
AND GOING CONCERN





The
Company has an accumulated deficit through December 31, 2008 totaling $644,211
and had negative working capital of $83,061.  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.  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 any 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 sold all of its operating assets during 2007, and is not generating any
revenue to offset continuing expenses to operate the Company.  The
Company is currently seeking an acquisition candidate.   These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.  The 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.

















20


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Annual Report on Form 10-K 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:   March
23, 2009








21