SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








(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, 2009





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 incorporation or organization)
            
            (IRS Employer
      Identification No.)






1541
E.  Interstate 30, Rockwall, Texas 75087


(Address
of principal executive offices)





(972)
722-4411


(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 check mark whether the Registrant is a large accredited filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accredited filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:





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





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





As of
April 20, 2009, there were 5,696,800 shares of Common Stock of the issuer
outstanding.





TABLE OF
CONTENTS









PART
      I FINANCIAL STATEMENTSItem
      1
                            Financial
      Statements
                            3Item
      2
                            Management's
      Discussion and Analysis or Plan of Operation
                            11Item
      3
                            Controls
      and Procedures
                            12PART
      II OTHER INFORMATIONItem
      6
                            Exhibits
      and Reports on Form 8-K
                            13
















2


SILVER
PEARL ENTERPRISES, INC.


BALANCE
SHEETS


As
of March 31, 2009 and December 31, 2008








ASSETSMarch
      31,
                                            2009
                                            (Unaudited)
                                          
                                          
                                          December 31,
                                            2008
                                            (Audited)Current
      assets:Cash and cash equivalents
                                          
                                          $
                                          146
                                          
                                          
                                          $
                                          150TOTAL
      ASSETS
                                          
                                          $
                                          146
                                          
                                          
                                          $
                                          150LIABILITIES
      AND STOCKHOLDERS’EQUITYCurrent
      liabilities:Accounts
      payable
                                          
                                          $
                                          25,870
                                          
                                          
                                          $
                                          25,732Due
      to related parties
                                          
                                          
                                          16,500
                                          
                                          
                                          
                                          16,500Revolving
      line of credit
                                          
                                          
                                          46,861
                                          
                                          
                                          
                                          40,979Total
      liabilities – all current
                                          
                                          
                                          89,231
                                          
                                          
                                          
                                          83,211Stockholders’
      equity (deficit):Preferred
      stock, $.001 par value, 20,000,000
      shares  authorized,
                                            -0-
      and -0-  shares issued and outstanding
                                          
                                          
                                          0
                                          
                                          
                                          
                                          0Common
      stock, $.001 par value, 50,000,000 shares authorized
                                            5,696,800
      and 5,696,800 shares issued and outstanding
                                          
                                          
                                          5,697
                                          
                                          
                                          
                                          5,697Additional
      paid in capital
                                          
                                          
                                          555,453
                                          
                                          
                                          
                                          555,453Retained
      earnings (deficit)
                                          
                                          
                                          (650,235
                                          )
                                          
                                          
                                          (644,211
                                          )Total
      Stockholders’ Equity (Deficit)
                                          
                                          
                                          (
      89,085
                                          )
                                          
                                          
                                          (
      83,061
                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                          
                                          $
                                          146
                                          
                                          
                                          $
                                          150

















See
Accompanying Notes to Financial Statements


3


SILVER
PEARL ENTERPRISES, INC.


STATEMENTS
OF OPERATIONS


Three
Months Ended March 31, 2009 and 2008


(Unaudited)








Three
      Months
                      Ended
                      March
      31,
                    
                    
                    Three
      Months
                      Ended
                      March
      31,2009
                    
                    
                    2008Revenue
                    
                    $
                    0
                    
                    
                    $
                    0Operating
      expenses:General
      and administrative
                    
                    
                    5,508
                    
                    
                    
                    5,890Total
      operating expenses
                    
                    
                    5,508
                    
                    
                    
                    5,890(Loss)
      from operations
                    
                    
                    ( 5,508
                    )
                    
                    
                    (5,890
                    )Other
      income/(expense):Unrealized
      gain on securities
                    
                    
                    8
                    
                    
                    
                    0Interest
      expense
                    
                    
                    ( 522
                    )
                    
                    
                    ( 374
                    )Interest
      income
                    
                    
                    0
                    
                    
                    
                    1,079Net
      (loss)
                    
                    $
                    ( 6,022
                    )
                    
                    $
                    (5,185
                    )Earnings  per
      share:Basic
      and diluted
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      average shares outstanding:Basic
      and diluted
                    
                    
                    5,696,800
                    
                    
                    
                    5,696,800











See
Accompanying Notes to Financial Statements


4





SILVER
PEARL ENTERPRISES, INC.


STATEMENTS
OF CASH FLOWS


Three
Months Ended March 31, 2009 and 2008


(Unaudited)





2009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (
      6,022
                  )
                  
                  $
                  (5,185
                  )Adjustments
      to reconcile net deficit to cash used
                    by
      operating activities:Change
      in assets and liabilities:Increase
      in accounts payable
                  
                  
                  138
                  
                  
                  
                  2,086CASH
      FLOWS USED IN OPERATING ACTIVITIES
                  
                  
                  ( 5,886
                  )
                  
                  
                  (3,099
                  )CASH
      FLOWS USED IN INVESTING ACTIVITIES
                  
                  
                  0
                  
                  
                  
                  0CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from line of credit
                  
                  
                  5,882
                  
                  
                  
                  4,166CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  5,882
                  
                  
                  
                  4,166NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  ( 4
                  )
                  
                  
                  1,067Cash,
      beginning of period
                  
                  
                  150
                  
                  
                  
                  863Cash,
      end of period
                  
                  $
                  146
                  
                  
                  $
                  1,930SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                  
                  $
                  522
                  
                  
                  $
                  374Income
      taxes paid
                  
                  $
                  0
                  
                  
                  $
                  0














See
Accompanying Notes to Financial Statements


5





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. (The “Company”) operated as a retailer of furniture and
framed art.  The Company is located in Rockwall, Texas and was
incorporated on May 4, 2004 under the laws of the State of Texas.





The
Company redomiciled to Nevada effective February 28, 2007, upon which 20,000,000
shares of preferred stock with a par value of $.001 were
authorized.  In addition, the Company increased its authorized common
shares to 50,000,000 with a par value of $.001.





As
discussed in Note 2, the Company sold all of their operating assets during
August 2007 in exchange for a note receivable.  The Company is now
looking for an acquisition candidate.





Unaudited Interim Financial
Statements:





The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
and applicable Securities and Exchange Commission (“SEC”) regulations for
interim financial information. These financial statements are unaudited and, in
the opinion of management, include all adjustments (consisting of normal
recurring accruals) necessary to present fairly the balance sheets, statements
of operations and statements of cash flows for the periods presented in
accordance with accounting principles generally accepted in the United States.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to SEC rules and
regulations. It is presumed that users of this interim financial information
have read or have access to the audited financial statements and footnote
disclosure for the preceding fiscal year contained in the Company’s Annual
Report on Form 10-K. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008.








Significant Accounting
Policies:





The
Company’s management selects accounting principles generally accepted in the
United States of America and adopts methods for their
application.  The application of accounting principles requires the
estimating, matching and timing of revenue and expense. It is also necessary for
management to determine, measure and allocate resources and obligations within
the financial process according to those principles.  The accounting
policies used conform to generally accepted accounting principles which have
been consistently applied in the preparation of these financial
statements.





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








6





Management
believes that all adjustments necessary for a fair statement of the results for
the three months ended March 31, 2009 and 2008 have been made.





Basis of
Presentation:





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





Cash and Cash
Equivalents:





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





Fair Value of Financial
Instruments:





In
accordance with the reporting requirements of Statement of Financial Accounting
Standards (“SFAS”) No. 157, “Disclosures About Fair Value of
Financial Instruments” (SFAS no. 157), the Company calculates the fair
value of its assets and liabilities which qualify as financial instruments under
this statement and includes this additional information in the notes to the
financial statements when the fair value is different than the carrying value of
those financial instruments.  At March 31, 2009, the Company did not
have any financial instruments other than cash and cash
equivalents.





Earnings (Loss) per
Share:





Earnings
(loss) per share (basic) is calculated by dividing the net income (loss) by the
weighted average number of common shares outstanding for the period
covered.  As the Company has no potentially dilutive securities, fully
diluted earnings (loss) per share is equal to earnings (loss) per share
(basic).





Use of
Estimates:





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.





Revenue
Recognition:





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





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










7





All
inventory is picked up by the customer or shipped to customers FOB shipping
point.  The risk of loss transfers to the customer at the time of pick
up or shipment.





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





Cost of Goods
Sold:





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





Recently Issued Accounting
Pronouncements:





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





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 – SALE OF
      ASSETS





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





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








NOTE 3 – DUE TO RELATED
PARTY





As of
March 31, 2009, the Company owed $16,500 in rent to Dynacap Holdings Ltd., LLC
(“Dynacap”).     A shareholder who is also the spouse
of the Company’s Chief Executive Officer, is also a member of
Dynacap.








NOTE 4 – LINE OF
      CREDIT





The
Company entered into an amended and restated revolving credit arrangement on
March 1, 2005 with a credit limit of $50,000. Collateral for the loan includes
all of the assets and business interests, as well as all of the common stock
that the Chief Executive Officer and Chief Financial Officer own (4,000,000
shares).  The loan has an interest rate of 5% per annum, compounded
monthly and was due on April 1, 2007.   The note is currently
payable upon demand.  Upon the
occurrence of an event of default, Lender may attach and apply any profits
accrued by the Company, to cure the default or to apply on account of any
indebtedness under the revolving credit arrangement due and owing.  At
March 31, 2009, the balance owed on the revolving credit arrangement was
$46,861.










8








NOTE 5 –
      EQUITY





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 April 20, 2009 there were no shares were
outstanding.





The
Company is authorized to issue 50,000,000 common shares at a par value of $0.001
per share. These shares have full voting rights.  At April 20, 2009,
there were 5,696,800 common shares outstanding.





The
Company has not paid a dividend to its shareholders.







NOTE 6 – INCOME
      TAXES





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





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





The
Company provided a full valuation allowance on the net deferred tax asset,
consisting primarily of net operating loss carryforwards, because management has
determined that it is more-likely-than-not that the Company will not earn income
sufficient to realize the deferred tax assets during the carry forward
period.   The cumulative tax effect at the expected tax rate of
25% of significant items comprising the Company’s net deferred tax amounts as
of  March 31, 2009 and December 31, 2008 are as follows:








2009
              
              
              2008Deferred
      tax assets attributable to:Prior
      years
              
              $
              164,651
              
              
              $
              149,191Tax
      benefit (liability) for current year
              
              
              1,506
              
              
              
              15,460Total
      Deferred Tax Benefit
              
              $
              166,157
              
              
              $
              164,651Valuation
      Allowance
              
              
              (166,157
              )
              
              
              (164,651
              )Net
      Deferred Tax Benefit
              
              $
              0
              
              
              $
              0





The
      realization of deferred tax benefits is contingent upon future earnings
      and is fully reserved at March 31,
2009.










9





NOTE 7 –FINANCIAL CONDITION
      AND GOING CONCERN





The
Company has an accumulated deficit through March 31, 2009  totaling
$650,235 and had negative working capital of $89,085. Because of this
accumulated deficit, the Company will require additional working capital to
develop its business operations.  The Company intends to raise
additional working capital either through private placements, public offerings
and/or bank financing.  There are no assurances that the Company will
be able to either (1) achieve a level of revenues adequate to generate
sufficient cash flow from operations; or (2) obtain additional financing through
either private placement, public offerings and/or bank financing necessary to
support the Company’s working capital requirements.  To the extent that
funds generated from any private placements, public offerings and/or bank
financing are insufficient, the Company will have to raise additional working
capital.  No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to the Company.  If
adequate working capital is not available, the Company may not be able to
continue its operations.





The
Company sold all of its operating assets during August 2007, and is not
generating any revenue to offset continuing expenses to operate the
Company.  The Company is currently seeking an acquisition
candidate.   These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.








10


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 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 March 31, 2009





Our first
fiscal quarter ended on March 31, 2009.





REVENUE.  We
had no operations and, accordingly, no revenue in the three months ended March
31, 2009 and three months ended March 31,  2008.





EXPENSES.
Total expenses for the three months ended March 31, 2009 and 2008 were $5,508
and $5,890 respectively which were the expenses we incurred for audit and
regulatory filing expenses.





OTHER
INCOME (EXPENSE)


We did
have $1,079 of interest income for the three months ended March 31, 2008 from
the note receivable we held from the sale of our assets in August 2007. This
note was written off in December 2008 and we therefore had no interest income
after the note was written off.





We had
interest expense on our line of credit of $522 and $374 for the three months
ended March 31, 2009 and 2008 respectively.





NET
INCOME (LOSS). Net loss for the three months ended March 31, 2009 and 2008 was
$6,022 and  $5,185 respectively.





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
March 31, 2009, the Company had one employee, its President, who is not
compensated.











11







Item
3. Controls and Procedures




Evaluation of Disclosure
Controls and Procedures







We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of March 31, 2009.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the quarterly Form 10-Q  has been made known
to them.




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




Based
upon an evaluation conducted for the period ended March 31, 2009, our Chief
Executive and Chief Financial Officer as of March 31, 2009 and as of the date of
this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weakness of our internal
controls:




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




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




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




Changes in Internal Controls
over Financial Reporting




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





12


PART
II





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








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





(a)
None.





(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
4, 2009





13