SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


                                   (Mark One)

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

                For the quarterly period ended September 30, 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)


           Nevada                                          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 [X] No [ ].

As of October  16,  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                                             3

Item 2     Management's Discussion and Analysis or Plan of Operation        11

                           PART II OTHER INFORMATION

Item 1     Legal Proceedings                                                14
Item 2     Changes in Securities                                            14
Item 3     Default upon Senior Securities                                   14
Item 4     Submission of Matters to a Vote of Security Holders              14
Item 5     Other Information                                                14
Item 6     Exhibits and Reports on Form 8-K                                 14






<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)


                                            ASSETS

Current assets
  Note receivable                                                     $  47,953

Other assets
  Deposits                                                                1,500
                                                                      ---------

TOTAL ASSETS                                                          $  49,453
                                                                      =========

                             LIABILITIES AND STOCKHOLDERS'EQUITY

Current liabilities
  Accounts payable and accrued expenses                               $  41,504
  Line of credit                                                         22,129
                                                                      ---------
Total liabilities                                                        63,633
                                                                      ---------


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                                                  (575,330)
                                                                      ---------
Total Stockholders' Equity                                              (14,180)
                                                                      ---------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  49,453
                                                                      =========











See Accompanying Notes to Financial Statements

                                       3
<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                   (UNAUDITED)


                                          Three Months  Three Months    Nine Months    Nine Months
                                              Ended        Ended           Ended          Ended
                                            Sept 30,      Sept 30,        Sept 30,       Sept 30,
                                         -----------    -----------    -----------    -----------
                                             2007           2006           2007           2006
                                         -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>

Revenue                                  $     6,780    $    29,932    $    35,558    $    65,738

Cost of sales                                  2,405         21,702         13,781         37,430
                                         -----------    -----------    -----------    -----------

Gross profit                                   4,375          8,230         21,777         28,308

Operating expenses:
 Depreciation                                  2,745          3,694         10,982         10,465
 Other general and administrative             16,494        293,109         63,987        372,032
                                         -----------    -----------    -----------    -----------
        Total operating expense               19,239        296,803         74,969        382,497
                                         -----------    -----------    -----------    -----------

 (Loss) from operations                      (14,864)      (288,573)       (53,192)      (354,189)

  Other(expense):
      Interest expense                          (540)             0         (1,007)          (819)
      Unrealized gain (loss)
          From securities                                                                  (1,969)
      Loss from sale of assets               (44,884)             0        (44,884)
      Income tax expense/benefit             (70,117)             0        (70,117)        (8,801)
                                         -----------    -----------    -----------    -----------

Net(loss)                                $  (130,405)   $  (288,573)   $  (169,200)   $  (365,778)
                                         ===========    ===========    ===========    ===========

Net loss per share:
  Basic and diluted                      $     (0.02)   $     (0.00)   $     (0.03)   $     (0.07)
                                         ===========    ===========    ===========    ===========

  Weighted average shares outstanding:
  Basic and diluted                        5,696,800      5,430,713      5,696,800      5,251,108
                                         ===========    ===========    ===========    ===========

</TABLE>










                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>


<TABLE>

<CAPTION>


                         SILVER PEARL ENTERPRISES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   TWELVE MONTHS ENDED DECEMBER 31, 2006, AND
                      NINE MONTHS ENDED SEPTEMBER 30, 2007

                                   (unudited)

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

Balance,
    December 31, 2005      5,025,300    $    5,025       220,375   $  (61,481)   $  163,919

    Common stock issued
for cash                     191,500           192        95,558                    95,750
    Common stock issued
for services                 480,000           480       239,520                   240,000
        Net loss                                                     (344,649)    (344,649)

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



        Net loss                                                     (169,200)     (169,200)

                         ------------------------------------------------------------------
Balance
   September 30, 2007      5,696,800    $    5,697    $  555,453   $ (575,330)   $  (14,180)
                          ==========    ==========    ==========   ==========    ==========

</TABLE>









See  accompanying   summary  of  accounting  policies  and  notes  to financial
statements.


                                       5
<PAGE>






                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                   (UNAUDITED)

                                                      2007          2006
                                                    ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                            $(169,200)   $(365,779)
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                      10,982       10,465
Change in assets and liabilities:
  Note receivable                                     (47,953)     (22,075)
  Inventory                                            67,082        5,947
  Marketable securities                                     0        1,969
  Accounts receivable                                       0        1,522
  Other assets                                         70,117        8,801
  Accounts payable and accrued expenses                 1,812       20,284
                                                    ---------    ---------
CASH FLOWS USED IN OPERATING ACTIVITIES               (67,160)    (338,866)
                                                    ---------    ---------

CASH FLOWS USED IN INVESTING ACTIVITIES
     (Purchase) Sale of fixed assets                   41,943      (14,985)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock for cash                             0       95,750
  Issuance of common stock for services                     0      240,000
  Net proceeds from (repayments) line of credit        17,727      (24,335)
                                                    ---------    ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES            17,727      311,415
                                                    ---------    ---------

NET INCREASE IN CASH                                   (7,490)     (42,436)

  Cash, beg. of period                                  7,490       79,528
                                                    ---------    ---------
  Cash, end of period                               $       0    $  37,092
                                                    =========    =========



SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                     $   1,007    $     819
  Income taxes paid                                 $    --      $    --





                   See Accompany Notes to Financial Statements

                                       6
<PAGE>



                         SILVER PEARL ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS


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


The Company

Silver Pearl Enterprises,  Inc. ("Silver Pearl") was incorporated on May 4, 2004
under the laws of the State of Texas and  redomiciled to Nevada in 2007.  Silver
Pearl operated as a retailer of jewelry,  framed art and home accessories  until
August 31, 2007 when it sold its wholy owned subsidiary  Silver Pearl, LLC which
included all its inventory and equipment due to continuing  losses.  The Company
now is looking for an acquisition candidate.

Basis of Accounting

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  September  30,  2007,  the  related
Statements of Operations for the three and nine months ended  September 30, 2007
and 2006 and the  Statements  of Cash Flows for the three months and nine months
ended September 30, 2007 and 2006 and the Statement of Shareholders'  Equity for
the twelve  months ended  December 31, 2006 and the nine months ended  September
30, 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 and nine  months  ended
September  30, 2007 and 2006 are not  necessarily  indicative  of the results of
operations for the full year or any other interim period.

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.  Diluted net loss per common share was the same as basic net loss per
common  share for the period  presented  since the  Company  has no  potentially
dilutive securities.

Expense/ Revenue classification

The Company accounts for its shipping and handling costs in accordance with EITF
00-10,  Accounting  for Shipping and  Handling  Fees and Cost,  resulting in all
payments for amounts paid to the company by customers  for shipping and handling
to be included under the heading:  "Revenue".  Items classified as cost of goods
sold include  duty and import fees and inbound  freight.  These  amounts are not
significant.   All  other  costs,  including  advertising  and  promotion,   are
categorized as general and administrative costs.


                                       7
<PAGE>



Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition

Silver Pearl  recognizes  revenue on point of sale or upon shipment.  Our return
policy on jewelry is to replace  only  defective  merchandise  and give in store
credit only. On all other items, there is a policy of no returns,  all sales are
final therefore we have not recorded a reserve for returns.

Allowance for Doubtful Accounts

Earnings are charged with a provision for doubtful  accounts  based on a current
review of collectibility of accounts  receivable.  Accounts deemed uncollectible
are applied against the allowance for doubtful accounts.  The majority of Silver
Pearl's sales are cash at point of sale.

Cash

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

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.

Property and Equipment

Property and equipment are stated at cost less accumulated  depreciation.  Major
renewals and improvements are capitalized;  minor replacements,  maintenance and
repairs are charged to current operations.  Depreciation is computed by applying
the  straight-line  method over the  estimated  useful lives which are generally
five to seven years.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and liability method,  deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation  allowance  is provided  for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Advertising

Advertising  and promotion  costs are expensed as incurred.  These expenses were
$2,003 and $4,223  for the three  months  ending  September  30,  2007 and 2006,
respectively and $8,326 and $25,305 for the nine months ended September 30, 2007
and 2006 respectively.


                                       8
<PAGE>


Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and cash equivalents. The Company places its cash
and cash equivalents with highly-rated financial institutions, limits the amount
of credit  exposure  with any one  financial  institution  and conducts  ongoing
evaluation of the credit worthiness of the financial  institutions with which it
does business.


NOTE 2 - INCOME TAXES:

The Company has adopted 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 basis and financial reporting basis
of assets and liabilities.  Valuation  allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

We had recorded a net deferred tax asset generated by the loss  carry-forward of
$70,117 but it was fully  reserved  after we sold our  remaining  inventory  and
assets on August 31, 2007. The cumulative  net operating loss  carry-forward  is
approximately  $575,330 at September 30, 2007, and will expire in the years 2024
through 2027.

The provision for refundable Federal income taxes consists of the following:

                                                                     2007
                                                                     ----
      Refundable Federal income tax attributable to:

      Current operations                                       $     575,330

      Less: Change in valuation allowance                          (575,330)
                                                               ------------

      Net refundable amount                                    $       --
                                                               ============



The  cumulative  tax effect at the maximum  expected rate of 34% of  significant
items comprising the Company's net deferred tax amounts are as follows:

                                                                     2007
                                                                     ----
      Deferred tax asset attributable to:

      Net operating loss carryover                             $     195,612

      Less: Valuation allowance                                    (195,612)
                                                               ------------

      Net deferred tax asset                                   $       --
                                                               ============

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



                                       9
<PAGE>



NOTE 3 - PROPERTY AND EQUIPMENT:

The Company sold all of its fixed assets during the period. Depreciation expense
totaled  $2,745 and $3,694 for the three  months  ended  September  30, 2007 and
September  30,  2006  respectively  and  $10,982 and $10,465 for the nine months
ended September 30, 2007 and 2006 respectively.


NOTE 4 - CAPITAL STOCK

The Company is  authorized to issue  50,000,000  common shares of stock at a par
value of $0.001 per share.  These shares have full voting  rights.  At September
30,, 2007, there were 5,696,800 common shares outstanding.

The Company is authorized to issue 20,000,000 preferred shares of stock at a par
value of $0.001 per share.  These shares have full voting  rights.  At September
30, 2007, there were no preferred shares outstanding.

The Company has not paid a dividend to its shareholders.


NOTE 5 - COMMITMENTS

Silver  Pearl  rented  retail  space on a three year lease that  expired in July
2007.  The payments  were $1,500 per month with the last payment  being in July.
Total rent  expense was $1,500 and $10,500 for the three and nine months  ending
September  30,  2007 and $4,025 and $13,500  for the same  periods in 2006.  The
future minimum rental payments remaining are zero.

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;  the balance due at
September 30, 2007 is $22,129.

The Company entered into an amended and restated Revolving Credit Arrangement on
March 1, 2005 for $50,000.  As of September 30, 2007, $22,129 net 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 was originally due
on April 1, 2007.  This was amended and is now due on March 31,  2008.  Upon the
occurrence  of an event of default,  the lender may attach and apply any profits
accrued  by the  Company,  to cure the  default  or to apply on  account  of any


                                       10
<PAGE>

indebtedness  under the Revolving Credit Arrangement due and owing. At September
30, 2007, the balance owing on the Revolving Credit Arrangement was $22,129.

NOTE 7 - DUE TO SHAREHOLDER

The Company owed the major  shareholder  $7,372 at August 31, 2007.  At the time
the company  sold its  remaining  inventory  and assets,  the buyer  assumed the
payable to our  shareholder so at September 30, 2007 the amount the company owed
the major shareholder was zero.


NOTE 8 - FINANCIAL CONDITION AND GOING CONCERN

The Company has an  accumulated  deficit  through  September  30, 2007  totaling
$575,330  and  had  negative  working  capital  of $  14,180.  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.


                                       11
<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 were an  independent  retailer  of home  accessories,  framed art and jewelry
until August 31, 2007 when we sold our wholly owned subsidiary Silver Pearl, LLC
which  included  our  remaining  inventory  and fixed  assets due to  continuing
losses.  We now are looking for an  acquisition  candidate  to add value for the
benefit  of our  shareholders.  As of the  date of this  filing,  we have had no
discussions with potential acquisition candidates.


RESULTS FOR THE FISCAL QUARTER ENDED September 30, 2007

Our fiscal  quarter ended on September 30, 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  September  30,  2007,  was $6,780
compared with revenues for the three months ended September 30, 2006 of $29,932.
Revenue for the nine months ended September 30, 2007, was $35,558  compared with
revenues for the nine months ended September 30, 2006 of $65,738.

COST OF SALES AND GROSS  PROFIT:  Cost of sales was  $2,405 in the three  months
ended  September 30, 2007 compared to $21,702 for the same three months in 2006.
Cost of sales was $13,781 for the nine months ended  September 30, 2007 compared
to $37,430 for the nine months ended September 30, 2006.

EXPENSES.  Total expenses  exclusive of depreciation  for the three months ended
September  30, 2007,  were $16,494  compared  with expenses for the three months
ended September 30, 2006 of $293,109.  Total expenses  exclusive of depreciation
for the nine months  ended  September  30,  2007,  were  $63,987  compared  with
expenses of $372,032  for the same period last year.  The increase is related to
regulatory  and audit fees and consulting  services.  The company issued 480,000
shares on August 20,  2006 at fair value of $.50 per share to assist the company
in raising additional  capital.  Depreciation  expense was $2,745 and $3,694 for


                                       12
<PAGE>

the three months ended September 30, 2007 and 2006  respectively and $10,982 and
$10,465 for the nine months ended September 30, 2007 and 2006 respectively.

NET INCOME  (LOSS).  Net loss for the three months ended  September 30, 2007 was
$130,405 compared to a net loss of $288,573 for the three months ended September
30,  2006.  Net loss for the nine months ended  September  30, 2007 was $169,200
compared to a net loss of $365,778 for the nine months ended September 30, 2006.

LIQUIDITY  AND  CAPITAL  RESOURCES.  The company  has  limited  liquidity  and a
negative working capital since it continued to incur losses since its inception.
We are in the process of seeking an  acquisition  candidate to add value for the
benefit of our shareholders.

Employees

As of September 30, 2007, the Company had one employee, its President.


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
September 30, 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


                                       13
<PAGE>

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 September 30, 2007, that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.












                                       14
<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  September
30, 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: October 19, 2007




                                       15