UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON, D.C.
20549




FORM
10-Q/A







Amendment
No. 2 to Form 10-Q






QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE




SECURITIES
EXCHANGE ACT OF 1934




FOR THE QUARTERLY
PERIODENDED JUNE 30, 2008




Commission File No.
333-124837




SILVER PEARL ENTERPRISES,
INC.




Nevada
                      
                      45-0538522(State or
      Jurisdiction of Incorporation or Organization)
                      
                      (I.R.S.
      Employer Identification No.)




1541 E.
Interstate 30, Rockwall, Texas 75087


(PRINCIPAL
EXECUTIVE OFFICES)




972 /
722-4411


(ISSUER'S TELEPHONE
NUMBER)




Securities
registered under Section 12(b) of the Exchange Act: None




Securities registered under Section
12(g) of the Exchange Act: Common Stock, $0.001 par value




Check whether the issuer is not
required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act.[
]




Check
whether the issuer (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 [ ]




Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-Q or any amendment to this Form 10-Q.
[X]




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




As of July 29, 2008, the aggregate
market value of the common stock held by non-affiliates based on the closing
sale price of Common Stock was $290,520. For the purposes of the foregoing
calculation only, all directors, executive officers, related parties and holders
of more than 10% of the issued and outstanding common stock of the registrant
have been deemed affiliates.




As of
July 29, 2008, the issuer had 5,696,800 shares of common stock outstanding.
Documents incorporated by reference: none Transitional Small Business Disclosure
Format (check one): Yes [ ] No [X]
































Amendment
No. 1 to the Quarterly Report on Form 10-Q




For the
Period Ended June 30, 2008







EXPLANATORY
NOTE





This Form
10-Q/A is being filed by Silver Pearl Enterprises, Inc., to amend the Company’s
Report on Form 10-Q for the period ended June 30, 2008 that was originally filed
with the Securities and Exchange Commission on May 19, 2008.





This Form
10-Q/A amends and restates, pursuant to ITEM 601(b)(31) of Regulation S-B, the
Exhibit 31.1, Certification of the Principal Executive Officer and Exhibit 31.2,
Certification Principal Financial Officer, which adds the introductory language
of paragraph 4 and the language paragraph 4(b).





Except
with respect to the above changes, this Amendment does not modify or update any
other disclosures set forth in the Original or First Amended
filing.




















SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.








SILVER
PEARL ENTERPRISES, INC.





By: 
/s/  Denise D.
Smith




Denise D.
Smith


Chief
Executive Officer




Dated
October 8, 2008


















PART
III


ITEM
13.                
 Exhibits and Reports on Form 8-K




(a)
            Exhibits


No.
            Description31.1
            Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
            Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of
      the Sarbanes-Oxley Act of 2002.