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








<PAGE>


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


                                       2
<PAGE>

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.


                                       3
<PAGE>


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.















                                       4
<PAGE>


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
<PAGE>


                    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
<PAGE>


                           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
<PAGE>

<TABLE>

<CAPTION>

                         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
                                       -----------------   ----------------------------   ---------------------------------
<S>                                                                      <C>              <C>             <C>

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
                                       =================   ============  ==============   =============   =================

</TABLE>





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


                                      F-4
<PAGE>


                         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
<PAGE>


                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>


                         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
<PAGE>

                         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
<PAGE>





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.













                                       6
<PAGE>


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.












                                       7
<PAGE>


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%












                                       8
<PAGE>



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.

(c) Exhibits

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





                                       9
<PAGE>

(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.


















                                       10
<PAGE>


                                   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













                                       11