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,
2008  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 25, 2008,
there were 5,696,800 shares of Common Stock of the issuer outstanding.          TABLE
OF CONTENTS  PART
I FINANCIAL STATEMENTS    Item
1     Financial Statements
                                            
3  Item
2     Management's Discussion and Analysis or Plan of
Operation        14  Item
3     Controls and Procedures 15   PART
II OTHER INFORMATION  Item
1 - 5 Legal
Proceedings                                                17 Item
6     Exhibits and Reports on Form
8-K                                
17               SILVER PEARL ENTERPRISES, INC. BALANCE SHEET March 31, 2008 and December 31, 2007 (Unaudited)   ASSETS
March 31,
2008
December 31, 2007Current assetsCash
$     1,930
$
      863Other assetsNote receivable
47,953
47,953TOTAL ASSETS
$
   49,883
$
   48,816LIABILITIES
AND STOCKHOLDERSEQUITYCurrent
liabilitiesAccounts
payable
Due to
related parties
$
   27,420
16,500
$    25,334
16,500Line of
credit
32,368
28,202Total liabilities
76,288
70,036Stockholders deficit:Preferred
stock, $.001 par value, 20,000,000 shares
             authorized,
zero 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
555,453Accumulated
deficit
(587,555)
(582,370)Total Stockholders
Equity/(Deficit)
(26,405)
(21,220)TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
$
   49,883
$
   48,816         See Accompanying Notes to
Financial Statements 3        SILVER PEARL ENTERPRISES, INC. STATEMENTS OF
OPERATIONS Three Months
Ended March 31, 2008 and 2007 (Unaudited)   Three Months
Ended
March
31,

Three
Months Ended
March
31,2008

2007Revenue




$
      0

$ 13,904Cost of sales




0

6,506Gross profit




0

7,398Operating
expenses:Depreciation




0

4,118Other general and
administrative




5,890

21,255Total
operating expense




5,890

25,373(Loss) from
operations




(
 5,890)

( 17,975)Other(expense):Interest
expense




(
   374)

(131)Interest
income




1,079Net(loss)




$(
 5,185)

$(
18,106)Net loss 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.STATEMENT OF STOCKHOLDERS'
EQUITYFor the Year Ended December 31,
2007, andThree Months Ended March 31,
2008
(Unaudited)AdditionalCommon
Stock
Paid In
AccumulatedShares
Amount
Capital
Deficit

TotalBalance,December 31, 2006
5,696,800
$ 5,697
$   555,453
$ (406,130)

$ 155,020Net
loss



(176,240)

(176,240)BalanceDecember 31, 2007
5,696,800
$ 5,697
$ 555,453
$ (582,370)

$ ( 21,220)Net
loss
(  5,185)

(   5,185)BalanceMarch 31, 2008
5,696,800
$5,697
$555,453
$ (587,555)

$
(26,405)See accompanying summary of accounting policies and
notes to financial statements.   5       SILVER PEARL ENTERPRISES, INC. STATEMENTS OF
CASH FLOWS Three Months
Ended March 31, 2008 and 2007 (Unaudited)  2008

2007CASH FLOWS FROM OPERATING
ACTIVITIESNet loss

$ (
 5,185)

$
(18,106)Adjustments to reconcile
net loss to cash used
by operating
activities:Depreciation
and amortization

0

4,118Change in assets and
liabilities:Advances for
inventory

0

0Prepaid
expenses

0

0Inventory

0

2,192Marketable
securities

0

(1,552)Accounts
receivable

0

1,522Accounts
payable
Due to
related parties

2,086
0

(2,359)
0CASH FLOWS USED IN
OPERATING ACTIVITIES

( 3,099)

(
14,155)CASH FLOWS USED IN INVESTING ACTIVITIESPurchase of fixed
assets

0

0CASH FLOWS FROM FINANCING
ACTIVITIESAdvances from
shareholder

0

7,372Net proceeds
from line of credit

4,166

3,106CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES

4,166

10,478NET INCREASE (DECREASE)
IN CASH

1,067

(
3,677)Cash,
beginning of period

863

7,490Cash, end of
period

$
  1,930

$
     3,813SUPPLEMENTAL CASH FLOW
INFORMATIONInterest
paid

$
374

$
       131Income taxes
paid

$
-

$
-     See Accompany
Notes to Financial Statements 6         SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   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.  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  7    SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   operations  and cash  flows of the  Company
 for the  respective  periods  being presented.  Management believes that all adjustments necessary for a fair
statement of the results for the three months ended March 31, 2008 and 2007 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.  Inventory:  Inventory is comprised of goods purchased for resale; therefore,
the Company has no raw materials or work in process.  The Company uses the
specific identification and FIFO (First In, First Out) methods for inventory
tracking and valuation.  Inventory is stated at the lower of cost or market
value.  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 8    SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   ("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.  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.  Currently all revenue is generated from the sale
of products and no revenue is earned from services rendered.  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.  See Note 10 for a
discussion of new accounting pronouncements.  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  9    SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   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 are due based upon a three year
amortization.     There is no prepayment penalty.
  As of March 31, 2008, the amount owed to the Company was
$47,953.   NOTE
3  DUE TO RELATED PARTY  At March 31, 2008, 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, 2007, the balance owed on the revolving credit arrangement was
$32,369.   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 25, 2008 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 25, 2008, there were 5,696,800 common shares outstanding.  The Company has not paid a dividend to its shareholders.  10     SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   NOTE
6  INCOME TAXES  The Company follows FASB Statement Number 109, Accounting for
Income Taxes.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 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, 2008 and December 31, 2007 are as
follows:   3/31/08

12/31/07Deferred tax assets attributable to:Prior years


$
149,191

$
116,327Tax benefits for current year

1,296
32,864Total deferred tax benefit


$
150,487

$
149,191Valuation Allowance:


$
(150,487)

$
(149,191)Net Deferred Tax Asset


$
0

$
0   Components of the
current provision (benefit) for taxes on income for the current year are as
follows:   3/31/08

12/31/07Income tax before extraordinary
item:Tax provision (benefit) on current year
operations
$
1,296

$
(70,117)Less: Valuation Allowance
$
(1,296)


0Net provision (benefit)
$
0

$
70,117   The realization of
deferred tax benefits is contingent upon future earnings and, as of December 31,
2007 has been fully reserved.   11    SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   NOTE 7  PROPERTY
AND EQUIPMENT  The
Company sold all of its fixed assets during 2007. Depreciation expense totaled
$0 and $4,118 for the three months ended March 31, 2008 and 2007
respectively.   NOTE 8 
COMMITMENTS AND CONTINGENCIES  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 2007.  Total rent expense for the three months ending March
31, 2008 and March 31, 2007 was $0 and $4,500 respectively. The future minimum
rental payments remaining are zero.   NOTE 9  FINANCIAL CONDITION AND GOING CONCERN  The Company has an accumulated deficit through December 31, 2007
totaling $587,555 and had negative working capital of $74,359.  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   12    SILVER PEARL ENTERPRISES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   carrying amounts or the amount and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern.     NOTE
10  RECENT ACCOUNTING PRONOUCEMENTS  In March 2008, the FASB issued FASB Statement No. 161, Disclosures
about Derivative Instruments and Hedging Activities. The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entitys financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The new standard also improves transparency about the
location and amounts of derivative instruments in an entitys financial
statements; how derivative instruments and related hedged items are accounted
for under Statement 133; and how derivative instruments and related hedged items
affect its financial position, financial performance, and cash flows. Management
is currently evaluating the effect of this pronouncement on financial
statements.      13      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
QUARTER ENDED March 31, 2008  Our quarter ended on
March 31, 2008.  Any reference to the end of the fiscal quarter refers to
the end of the first fiscal quarter for the periods discussed herein.  REVENUE.  Since
we had no operations, we had no revenue during the three months ended March 31,
2008. We did have $1,079 of interest income from the note receivable we hold
from the sale of our assets in August 2007. Revenues from our operations in the
same period of 2007 were $13,904.  COST OF SALES AND
GROSS PROFIT:   Cost of sales was $0 for the three months ended March
31, 2008 and were $6,506 for the same three months in 2007.  EXPENSES. Total
expenses for the three months ended March 31, 2008, were $5,890 compared with
expenses for the three months ended March 31, 2007 of $25,373 of which $4,118
was depreciation. The decrease is related to the sale of our assets and the sale
of our operations.  NET INCOME (LOSS).
Net loss for the three months ended March 31, 2008 was $5,185 compared to a net
loss of $18,106 for the three months ended March 31, 2007.  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.  14       Employees  As of March 31, 2008,
the Company had one employee, its President.   ITEM 3.
 CONTROLS AND PROCEDURES  Evaluation of
Disclosure Controls and ProceduresDisclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files
or submits 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. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.  As of the end of the period covered by this Annual Report, we
carried out an evaluation, under the supervision and with the participation of
our President, also serving as our Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. 
Based on this evaluation, our President has concluded that the Companys
disclosure controls and procedures are not effective because of the
identification of a material weakness in our internal control over financial
reporting which is identified below, which we view as an integral part of our
disclosure controls and procedures.  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.  Managements
Annual Report on Internal Control Over Financial Reporting Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.  Our management
conducted an evaluation of the effectiveness of our internal control over  15       financial
reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
ControlIntegrated Framework. Based on its evaluation, our management concluded
that there is a material weakness in our internal control over financial
reporting. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis.  The material weakness
relates to the lack of segregation of duties in financial reporting, as our
financial reporting and all accounting functions are performed by an external
consultant with no oversight by a professional with accounting expertise. 
Our President does not possess accounting expertise and our company does not
have an audit committee.  This weakness is due to the companys lack of
working capital to hire additional staff.  To remedy this material
weakness, we intend to engage another accountant to assist with financial
reporting as soon as our finances will allow.  This annual report
does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting. 
Managements report was not subject to the attestation by theCompanys registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only managements
report in this annual report.  The Companys management carried out an assessment of the
effectiveness of the Companys internal control over financial reporting as of
March 31, 2008. The Companys management based its evaluation on criteria set
forth in the framework in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of theTreadway Commission. Based on that
assessment, management has concluded that the Companys internal control over
financial reporting was not effective as of March 31, 2008.    16         PART
II  Items No. 1, 2, 3, 4, 5 - Not
Applicable.   Item No. 6 - Exhibits and
Reports on Form 8-K  (a) On January 24, 2008, the
Company filed a Form 8-K to disclose its sale of its assets and the
discontinuance of operations.  (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 15, 2008    17