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 March 31, 2006

                                       OR

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

          From the transition period from ___________ to ____________.

                        Commission File Number 333-124837

                         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
     incorporation or organization)                       Identification No.)



                  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 [ ].


As of April 30, 2006 there were  5,216,800  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











                                       2
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2006
                                   (UNAUDITED)


                                     ASSETS

Current assets
  Cash                                                                $ 102,199
  Marketable securities                                                   1,552
  Receivables                                                             2,000
  Advances on inventory                                                  22,075
  Inventory                                                              69,683
                                                                      ---------
    Total current assets                                                197,509

Property and equipment, net                                              40,494

Other assets
  Deposits                                                                1,500
  Deferred tax benefit                                                    8,801
                                                                      ---------
    Total other assets                                                   10,301
                                                                      ---------
TOTAL ASSETS                                                          $ 248,305
                                                                      =========

                       LIABILITIES AND STOCKHOLDERS'EQUITY

Current liabilities
  Accounts payable and accrued expenses                               $  12,062
  Line of credit                                                         28,188
                                                                      ---------
Total liabilities                                                        40,250
                                                                      ---------


Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000 shares
  authorized, 5,177,700 shares issued and outstanding                     5,178
  Additional paid in capital                                            296,422
  Accumulated deficit                                                   (93,545)
                                                                      ---------
Total Stockholders' Equity                                              208,055
                                                                      ---------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 248,305
                                                                      =========









                 See Accompanying Notes to Financial Statements

                                       3
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)


                                                    Three Months    Three Months
                                                       Ended           Ended
                                                      March 31,       March 31,
                                                        2006            2005
                                                   -----------      -----------
Revenue                                            $    15,380      $    49,478

Cost of sales                                            5,752           22,171
                                                   -----------      -----------

Gross profit                                             9,628           27,307

Operating expenses:
  Depreciation                                           3,171            2,129
  Other general and administrative                      35,908           23,127
                                                   -----------      -----------
        Total operating expense                         39,079           25,256
                                                   -----------      -----------

 (Loss) from operations                                (21,416)          (9,354)

  Other(expense):
      Interest expense                                    (630)            (214)
      Interest income                                        8
      Unrealized gain (loss)
          From securities                               (1,983)             125
      Income tax expense                                (2,614)            (757)
                                                   -----------      -----------

Net(loss)                                          $   (32,064)     $     1,294
                                                   ===========      ===========


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

  Weighted average shares outstanding:
  Basic and diluted                                  5,107,902        4,789,333
                                                   ===========      ===========











                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   TWELVE MONTHS ENDED DECEMBER 31, 2005, AND
                        THREE MONTHS ENDED MARCH 31, 2006

                                   (unaudited)

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

Balance,
    December 31, 2004        4,760,000    $    4,760       104,240   $   (5,097)   $  103,903

    Common stock issued
for marketable securities       60,000            60        13,690                     13,750
    Common stock issued
for cash                       205,300           205       102,445                    102,650
        Net loss               (56,384)      (56,384)

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

    Common stock issued
for cash                       152,400           153        76,047                     76,200

        Net loss                                                        (32,064)      (32,064)

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

Balance
   March 31, 2006            5,177,700    $    5,178    $  296,422   $  (93,545)   $  208,055
                            ==========    ==========    ==========   ==========    ==========

</TABLE>









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


                                       5
<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

                                                                   2006         2005
                                                               ---------    ---------
<S>                                                                         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $ (32,064)   $   1,294
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                                  3,171        2,129
Change in assets and liabilities:
  Advances for inventory                                         (22,075)           0
  Prepaid expenses                                                            (12,993)
  Inventory                                                        1,207       (4,469)
  Marketable securities                                           (1,552)        (133)
  Accounts receivable                                              1,522
  Other assets                                                         0          266
  Accounts payable and accrued expenses                            2,044        4,740
                                                               ---------    ---------
CASH FLOWS USED IN OPERATING ACTIVITIES                          (25,672)      (9,166)
                                                               ---------    ---------

CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of fixed assets                                     (8,768)           0

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock for cash                                   76,200            0
  Short term note payable                                          7,708
  Net proceeds from (repayments of)line of credit                   (549)      15,000
                                                               ---------    ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                       75,651       22,708
                                                               ---------    ---------

NET INCREASE IN CASH                                              19,136       13,542

  Cash, beg. of period                                            83,063        1,464
                                                               ---------    ---------
  Cash, end of period                                          $ 102,199    $  15,006
                                                               =========    =========



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

The company issued Common Stock in exchange for Marketable Securities
valued at $13,750

</TABLE>









                   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.  Silver  Pearl  operates  as a retailer of
jewelry,  framed art and home  accessories.  The company is located in Rockwall,
Texas.

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 March 31, 2006,  the related  statements
of  operations  for the  three  months  ended  March  31,  2006 and 2005 and the
statements  of cash flows for the three months ended March 31, 2006 and 2005 and
the statement of  shareholders'  equity for the twelve months ended December 31,
2005 and the  three  months  ended  March 31,  2006  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,  2006  and  2005  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



                                       8
<PAGE>

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
$7,548  and  $6,339  for the  three  months  ending  March  31,  2006 and  2005,
respectively.

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 - PROPERTY AND EQUIPMENT:

Components of property, plant, and equipment, at March 31, 2006 are as follows:

     Vehicles - trailer               $  4,314
     Furniture and fixtures              3,793
     Website                            25,000
     Leasehold improvements             23,951
                                      --------
                                        57,058
     Less: accumulated depreciation    (16,564)
                                      --------
                                      $ 40,494
                                      ========

Depreciation  expense  totaled $3,171 and 2,129 for the three months ended March
31, 2006 and March 31, 2005 respectively.


                                       9
<PAGE>


NOTE 3 - COMMON 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 March 31,
2006,  there were  5,177,700  shares  outstanding.  The  Company  has not paid a
dividend to its shareholders.


NOTE 4 - 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, 2006 and March 31, 2006 was $4,500.  The future  minimum rental
payments remaining are:

                                      2006          $ 13,500
                                      2007            10,500
                                                    --------
                                     Total          $ 24,000


















                                       10
<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  $70,000 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, 2006

Our fiscal  quarter  ended on March 31,  2006.  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, 2006, was $15,380 compared
with revenues for the three months ended March 31, 2005 of $49,478. The decrease
is due to some  large  ticket  sales in the  first  quarter  of 2005,  which the
Company  did not have in the  first  fiscal  quarter  of  2006,  as well as less
traffic due to remodeling the front of our building.

COST OF SALES AND GROSS  PROFIT:  Cost of sales was  $5,752 in the three  months
ended March 31, 2006 compared to $22,171 for the same three months in 2005.  The
difference was due to higher sales in 2005. Gross profit increased to 63% in the



                                       11
<PAGE>

three  months ended March 31, 2006  compared  with 55% in the three months ended
March 31,  2005,  due to  smaller  ticket  items  being  sold which had a higher
margin.

EXPENSES. Total expenses for the three months ended March 31, 2006, were $39,079
compared with expenses for the three months ended March 31, 2005 of $25,256. The
increase was due to a reduced amount spent on professional fees of $7,500.

NET  INCOME  (LOSS).  Net loss for the three  months  ended  March 31,  2006 was
$32,064  compared to a net profit of $1,294 for the three months ended March 31,
2005.  Such  decrease in profit and  increase in loss was due to the decrease in
sales and gross  profit.  Our net loss per share for the period  ended March 31,
2006 was $0.01  compared with net income per share in the same period in 2005 of
$0.00.

LIQUIDITY AND CAPITAL RESOURCES. Silver Pearl filed on Form SB-1, a registration
statement with the U.S. Securities & Exchange Commission in order to raise funds
to develop  their  business.  The  registration  statement  became  effective on
November  1, 2005 and Silver  Pearl has  raised  funds  under that  registration
statement at $0.50 per share. Silver Pearl raised a total of $198,400 by selling
396,800 shares.

Employees

As of March 31, 2006, 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,  2006.  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.



                                       12
<PAGE>


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, 2006, that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.













                                       13
<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,
2006.

(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: May 10, 2006





                                       14
<PAGE>


EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Denise Smith, certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Silver  Pearl
Enterprises, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls over  financial  reporting  which are reasonably



<PAGE>



likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date: May 10, 2006

                  /s/ Denise Smith
                  -------------------------------------
                  Denise Smith
                  President and Chief Executive Officer




<PAGE>




EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Denise Smith, certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Silver  Pearl
Enterprises, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):


<PAGE>


a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls over  financial  reporting  which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date: May 10, 2006

                  /s/ Denise Smith
                  -----------------------
                  Denise Smith
                  Chief Financial Officer






<PAGE>




EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Silver Pearl  Enterprises,  Inc. (the
"Company") on Form 10-QSB for the period ended  September 30, 2005 as filed with
the Securities and Exchange Commission (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

1. the Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. the  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operation of the Company.


Dated:  May 1, 2006

                  /s/ Denise Smith
                  ------------------
                  Name: Denise Smith
Title:  Chief Executive Officer



Dated:  May 1, 2006

                  /s/ Denise Smith
                  ------------------
                  Name: Denise Smith
Title:  Chief Financial Officer