SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A


(Mark One)

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

                  For the quarterly period ended March 31, 2007

                                       OR

[ ]   TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                        Commission File Number 000-51750

                         SILVER PEARL ENTERPRISES, INC.
                         ------------------------------
        (Exact name of small business issuer as specified in its charter)


            Texas                                         45-0538522
-------------------------------                 -------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


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

                                 (972) 722-3352
                           (Issuer's telephone number)

                                       N/A
                                       ---
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         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 [ ].

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 ].

As of March 31, 2007,  there were 5,696,800 shares of Common Stock of the issuer
outstanding.


<PAGE>





TABLE OF CONTENTS

                          PART I FINANCIAL STATEMENTS



Item 1     Financial Statements                                             1

Item 2     Management's Discussion and Analysis or Plan of Operation        10

                           PART II OTHER INFORMATION

Item 1     Legal Proceedings                                                12
Item 2     Changes in Securities                                            12
Item 3     Default upon Senior Securities                                   12
Item 4     Submission of Matters to a Vote of Security Holders              12
Item 5     Other Information                                                12
Item 6     Exhibits and Reports on Form 8-K                                 12






<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2007
                                   (UNAUDITED)


                                     ASSETS

Current assets
  Cash                                                                $   3,813
  Inventory                                                              64,890
                                                                      ---------
    Total current assets                                                 68,703

Property and equipment, net                                              48,807

Other assets
  Deposits                                                                1,500
  Deferred tax benefit                                                   70,117
                                                                      ---------
    Total other assets                                                   71,617
                                                                      ---------
TOTAL ASSETS                                                          $ 189,127
                                                                      =========

                       LIABILITIES AND STOCKHOLDERS'EQUITY

Current liabilities
  Accounts payable and accrued expenses                               $  37,334
  Due to shareholder                                                      7,372
  Line of credit                                                          7,507
                                                                      ---------
Total liabilities                                                        52,213
                                                                      ---------


Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000 shares
  authorized, 5,696,800 shares issued and outstanding                     5,697
  Additional paid in capital                                            555,453
  Accumulated deficit                                                  (424,236)
                                                                      ---------
Total Stockholders' Equity                                            $ 136,914
                                                                      =========


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 189,127
                                                                      =========









                 See Accompanying Notes to Financial Statements

                                       1
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (UNAUDITED)


                                                    Three Months    Three Months
                                                       Ended           Ended
                                                     March 31,       March 31,
                                                    -----------     -----------
                                                        2007            2006
                                                    -----------     -----------

Revenue                                             $    13,904     $    15,380

Cost of sales                                             6,506           5,752
                                                    -----------     -----------

Gross profit                                              7,398           9,628

Operating expenses:
 Depreciation                                             4,118           3,171
 Other general and administrative                        21,255          35,908
                                                    -----------     -----------
        Total operating expense                          25,373          39,079
                                                    -----------     -----------

 (Loss) from operations                                 (17,975)        (29,451)

  Other(expense):
      Interest expense                                     (131)           (630)
      Unrealized gain (loss)from securities                --            (1,983)
                                                    -----------     -----------

Net(loss)                                           $   (18,106)    $   (32,064)
                                                    ===========     ===========


Net loss per share:
  Basic and diluted                                 $     (0.00)    $     (0.01)
                                                    ===========     ===========

  Weighted average shares outstanding:
  Basic and diluted                                   5,696,800       5,107,902
                                                    ===========     ===========




                 See Accompanying Notes to Financial Statements


                                       2
<PAGE>

<TABLE>

<CAPTION>


                         SILVER PEARL ENTERPRISES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 2007
                                   (Unaudited)



                                                         Additional
                                Common  Stock              Paid In       Accumulated
                           Shares           Amount         Capital         Deficit         Total
                     --------------------------------------------------------------------------------
<S>                                                                             <C>       <C>

Balance at
   December 31, 2006     5,696,800         $   5,697     $  555,453      $  (406,130)     $  155,020

        Net loss                                                             (18,106)        (18,106)


                     --------------------------------------------------------------------------------
Balance at
   March 31, 2007        5,696,800         $     5,697   $   555,453     $  (424,236)     $   136,914
                       ===========         ===========   ===========     ===========      ===========

</TABLE>








                See accompanying notes to financial statements.

                                       3
<PAGE>




                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (UNAUDITED)

                                                         2007         2006
                                                       ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $ (18,106)   $ (32,064)
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                          4,118        3,171
Change in assets and liabilities:
  Advances for inventory                                 (22,075)
  Prepaid expenses
  Inventory                                                2,192        1,207
  Marketable securities                                   (1,552)
  Accounts receivable                                      1,522
  Accounts payable and accrued expenses                   (2,359)       2,044
                                                       ---------    ---------
CASH FLOWS USED IN OPERATING ACTIVITIES                  (14,155)     (47,747)
                                                       ---------    ---------

CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of fixed assets                               --         (8,768)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock for cash                             --         76,200
  Advances from shareholder                                7,372
  Net proceeds from (repayments of)line of credit          3,106         (549)
                                                       ---------    ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES               10,478       75,651
                                                                    ---------
                                                                    ---------
                                                                    ---------

NET INCREASE (DECREASE)IN CASH                            (3,677)      19,136

  Cash, beg. of period                                     7,490       83,063
                                                       ---------    ---------
  Cash, end of period                                  $   3,813    $ 102,199
                                                       =========    =========



SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                        $     131    $    --
  Income taxes paid                                    $    --      $    --







                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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

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

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

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

Silver Pearl  maintains  its  accounts on the accrual  method of  accounting  in
accordance with accounting principles generally accepted in the United States of
America.

The balance sheet of Silver Pearl as of March 31, 2007,  the related  statements
of  operations  for the  three  months  ended  March  31,  2007 and 2006 and the
statements  of cash flows for the three months ended March 31, 2007 and 2006 and
the statement of  shareholders'  equity for the twelve months ended December 31,
2006 and the  three  months  ended  March 31,  2007  included  in the  financial
statements  have been prepared by Silver Pearl without audit.  In the opinion of
management,  the  accompanying  financial  statements  include  all  adjustments
(consisting  of normal,  recurring  adjustments)  necessary to summarize  fairly
Silver  Pearl's  financial  position and results of  operations.  The results of
operations  for  the  three  months  ended  March  31,  2007  and  2006  are not
necessarily  indicative  of the results of  operations  for the full year or any
other interim period.

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

Silver Pearl  considers all highly liquid  investments  with a maturity of three
months or less to be cash equivalents

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.




                                       5
<PAGE>

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

Inventory  consists  of  finished  goods  and is  stated at the lower of cost or
market, with cost being determined on a specific identification basis.

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 three months ended March 31,
2007 $0 has been expensed and none capitalized.

Net loss per share:
-------------------

Basic net loss per share excludes  dilution and is computed by dividing net loss
by the  weighted  average  number of common  shares  outstanding  for the period
presented. As the Company has no potentially dilutive securities, fully dilutive
loss per share is identical to loss per share.

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.









                                       6
<PAGE>



NOTE 2 - 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 has had net losses for the years 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 benefit for the three months ended March
31,2007 has not been recorded at this time.

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


NOTE 3 - PROPERTY AND EQUIPMENT:

Components of property, plant, and equipment at March 31, 2007 are as follows:

         Vehicles - trailer                  $    4,314
         Furniture and fixtures                   3,793
         Sign                                     6,217
         Website                                 25,000
         Building                                10,000
         Leasehold improvements                  31,154
                                             ----------
                                                 80,478
         Less: accumulated depreciation         (31,671)
                                             $   48,807

Depreciation  expense  totaled $4,118 and 3,171 for the three months ended March
31, 2007 and March 31, 2006, respectively.





                                       7
<PAGE>



NOTE 4 - COMMON AND  PREFERRED STOCK

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 March 31, 2007, there
were 5,696,800 shares of common stock 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 Common Shares Outstanding     5,696,800
                                                      =========

The Company is authorized to issue 20,000,000 preferred shares at a par value of
$0.001 per share. These shares have full voting rights. At March 31, 2007, there
were zero shares outstanding.


NOTE 5 - COMMITMENTS

Silver  Pearl is renting  office  space on a three year lease  expiring  in July
2007. The payments are $1,500 per month. Total rent expense for the three months
ending March 31, 2007 and March 31, 2006 was $4,500.  The future  minimum rental
payments remaining are $6,000 at March 31, 2007.

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
paid off through an offset  against  inventory of $5,136 and payments of $6,795.
The balance due at March 31, 2007 is $0.

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 and as of  December  31, 2006 the credit line had been
paid down to  $4,401.  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 March
31, 2007, the balance owing on the Revolving Credit Arrangement was $7,507.


                                       8
<PAGE>


NOTE 7 - FINANCIAL CONDITION AND GOING CONCERN

The Company has an accumulated  deficit through March 31, 2007 totaling $424,236
and had working capital of $16,490.  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 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 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 - AMOUNTS DUE SHAREHOLDER

Amounts due  shareholder for operating  expenses paid upon the Company's  behalf
totaled $7,372 at March 31, 2007.

                                       9

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THIS REPORT CONTAINS  FORWARD LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION
27A OF THE  SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934,  AS AMENDED.  THE  COMPANY'S  ACTUAL  RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE RISKS SET FORTH IN THE COMPANY'S  FILINGS WITH THE  SECURITIES  AND EXCHANGE
COMMISSION,  GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN
MAKING SUCH FORWARD LOOKING STATEMENTS.

General

We are an independent retailer of home accessories,  framed art and jewelry. Our
product offerings include:

Product                                   Manufacturing origin
-------                                   --------------------
Jewelry                                   Thailand
Home accessories                          Domestic and Imported from China
Framed art                                Local Texas wholesaler

We provide our customers with a wide selection of home accessories,  jewelry and
framed art. We operate out of a 3,500 square foot building in Rockwall, Texas, a
growing  suburb 30 miles east of Dallas,  Texas on Interstate 30. We believe our
customers shop here as a result of the stores' convenient location and size, low
price of key product categories,  and quality. We have approximately  $65,000 of
inventory on hand.

BUSINESS STRATEGY

We serve a target customer in the middle to upper-middle  income ranges.  We are
targeting these customers by focusing on what we believe are the key elements of
retailing:  convenient and appealing  stores,  merchandise  value and selection,
advertising,  and  customer  service.  We plan to  continue  to expand  into new
markets  and  strengthen  our  position in our current  market  areas  utilizing
existing and planned distribution infrastructure.

RESULTS FOR THE FISCAL QUARTER ENDED March 31, 2007

Our fiscal  quarter  ended on March 31,  2007.  Any  reference to the end of the
fiscal  quarter  refers to the end of the first  fiscal  quarter for the periods
discussed herein.

REVENUE. Revenue for the three months ended March 31, 2007, was $13,904 compared
with revenues for the three months ended March 31, 2006 of $15,380. The decrease
is due to some  physical  road work in and near our location  which makes access
difficult. We are not certain how long this will last.

COST OF SALES AND GROSS  PROFIT:  Cost of sales was  $6,506 in the three  months
ended March 31, 2007  compared to $5,752 for the same three months in 2006.  The
difference  was due to higher sales in 2005 of items with a higher gross margin.
Therefore,  gross  profit for the three months in 2007 was 53% compared to gross
profit of 63% in 2006.



                                       10
<PAGE>


EXPENSES. Total expenses for the three months ended March 31, 2007, were $21,255
compared  with  expenses  for the three  months ended March 31, 2006 of $35,908.
This expense does not include  depreciation  which was $4,118 and $3,171 for the
three months ended March 31, 2007 and 2006 respectively.

NET  INCOME  (LOSS).  Net loss for the three  months  ended  March 31,  2007 was
$18,106  compared to a net loss of $32,064 for the three  months ended March 31,
2006. Such decrease in loss was due to the decrease in expenses.

LIQUIDITY AND CAPITAL  RESOURCES.  Silver Pearl does not have sufficient  liquid
resources to continue if sales do not increase soon.  This is unlikely given the
road improvements nearby which make access to our location difficult.  We may be
forced to  recapitalize  or raise funds in some other manner in order to stay in
business.

Employees

As of March 31, 2007, the Company had one employee.


ITEM 3.  CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in company reports
filed or submitted  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") is recorded,  processed,  summarized and reported, within the time periods
specified  in  the  Securities  and  Exchange   Commission's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

As required  by Rules  13a-15(e)  and  15d-15(e)  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's  disclosure  controls and  procedures as of March
31,  2007.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

The Company's  internal  control over financial  reporting is a process designed
by, or under the  supervision  of, the  Certifying  Officers and effected by the
Company's  Board of  Directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  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 its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended March 31, 2007, that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.



                                       11
<PAGE>


PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.


Item No. 6 - Exhibits and Reports on Form 8-K

(a) No reports on Form 8-K were filed  during the three  months  ended March 31,
2007.

(b)   Exhibits

Exhibit Number                      Name of Exhibit

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 2002.

31.2 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 2002.

32.1  Certification  of Chief  Executive  Officer and Chief  Financial  Officer,
pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the
Sarbanes-Oxley Act of 2002.



SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

SILVER PEARL ENTERPRISES, INC.

By /s/ Denise Smith
-------------------
Denise Smith, President, CFO

Date: June 28, 2007




                                       12