SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


                                   (Mark One)

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

                For the quarterly period ended September 30, 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 000-51750

                         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 Identification No.)
 incorporation or organization)



                  1541 E.. Interstate 30, Rockwall, Texas 75087
                    (Address of principal executive offices)

                                 (972) 722-3352
                           (Issuer's telephone number)

                                       N/A

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Indicate  by check mark  whether the  registrant  (1) filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:. Yes [ X ] No [ ].



As of October 31, 2006 there were 5,696,800 shares of Common Stock of the issuer
outstanding.



<PAGE>




TABLE OF CONTENTS

                           PART I FINANCIAL STATEMENTS



Item 1     Financial Statements                                             3

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

                           PART II OTHER INFORMATION

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









                                       2
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


                                     ASSETS

Current assets
  Cash                                                                $  37,092
  Marketable securities                                                   1,566
  Receivables                                                             2,000
  Advances on inventory                                                  22,075
  Inventory                                                              64,945
                                                                      ---------
    Total current assets                                                127,648

Property and equipment, net                                              39,417

Other assets
  Deposits                                                                1,500

    Total other assets                                                    1,500
                                                                      ---------
TOTAL ASSETS                                                          $ 168,595
                                                                      =========

                       LIABILITIES AND STOCKHOLDERS'EQUITY

Current liabilities
  Accounts payable and accrued expenses                               $  30,303
  Line of credit                                                          4,402
                                                                      ---------
Total liabilities                                                        34,705
                                                                      ---------


Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000 shares

  authorized, 5,696,800 shares issued and outstanding                     5,697
  Additional paid in capital                                            555,453
  Accumulated deficit                                                  (427,260)
                                                                      ---------

Total Stockholders' Equity                                              133,890
                                                                      ---------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 168,595
                                                                      =========







See Accompanying Notes to Financial Statements

                                       3
<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)


                                          Three Months   Three Months   Nine Months   Nine Months
                                              Ended         Ended          Ended         Ended
                                            Sept 30,       Sept 30,       Sept 30,      Sept 30,
                                             2006           2005           2006          2005
                                         -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>

Revenue                                  $    29,932    $    23,074    $    65,738    $   109,599

Cost of sales                                 21,702          9,631         37,430         47,884
                                         -----------    -----------    -----------    -----------

Gross profit                                   8,230         13,443         28,308         61,715

Operating expenses:
 Depreciation                                  3,694          2,129         10,465          6,387
 Other general and administrative            293,109         28,541        372,032         85,501
                                         -----------    -----------    -----------    -----------
        Total operating expense              296,803         30,670        382,497         91,888
                                         -----------    -----------    -----------    -----------

 (Loss) from operations                     (288,573)       (17,227)      (354,189)       (30,173)

  Other(expense):
      Interest expense                                       (1,110)          (819)        (2,203)
      Interest income                                                                           8
      Unrealized gain (loss)
          From securities                                                   (1,969)           125
      Income tax expense/benefit                                            (8,801)         1,445
                                         -----------    -----------    -----------    -----------


Net(loss)                                $  (288,573)   $   (18,337)   $  (365,779)   $   (30,798)
                                         ===========    ===========    ===========    ===========


Net loss per share:
  Basic and diluted                      $     (0.05)   $     (0.00)   $     (0.07)   $     (0.01)
                                         ===========    ===========    ===========    ===========

  Weighted average shares outstanding:
  Basic and diluted                        5,430,713      4,817,218      5,251,108      4,816,703
                                         ===========    ===========    ===========    ===========

</TABLE>










                 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
                      NINE MONTHS ENDED SEPTEMBER 30, 2006

                                   (unaudited)

                                                             Additional
                                    Common  Stock             Paid In    Accumulated
                                Shares         Amount         Capital      Deficit      Total
                               -----------------------------------------------------------------
<S>                            <C>           <C>            <C>         <C>           <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                     191,500           192        95,558                     95,750
    Common stock issued
     for services                 480,000           480       239,520                    240,000
        Net loss                                                          (365,779)     (365,779)

                               -----------------------------------------------------------------
Balance
   September 30, 2006           5,696,800    $    5,697    $  555,453   $ (427,260)   $  133,890
                               ==========    ==========    ==========   ==========    ==========


</TABLE>






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


                                       5
<PAGE>



                         SILVER PEARL ENTERPRISES, INC.
                            STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

                                   (UNAUDITED)

                                                       2006         2005
                                                    ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                            $(365,779)   $ (30,798)
Adjustments to reconcile net deficit to cash used

  by operating activities:
    Depreciation and amortization                      10,465        6,387
Change in assets and liabilities:

  Advances for inventory                              (22,075)           0
  Prepaid expenses                                          0       (1,826)
  Inventory                                             5,947       (8,327)
  Marketable securities                                 1,969       (9,590)
  Accounts receivable                                   1,522       (3,522)
  Other assets                                          8,801       (1,445)
  Accounts payable and accrued expenses                20,284        8,693
                                                    ---------    ---------

CASH FLOWS USED IN OPERATING ACTIVITIES              (338,866)     (40,428)
                                                    ---------    ---------

CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of fixed assets                         (14,985)           0

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock for cash                        95,750       13,750
  Issuance of common stock for services               240,000
  Short term note payable                                   0        7,708
  Net proceeds from (repayments of)line of credit     (24,335)      21,000
                                                    ---------    ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES           311,415       42,458
                                                    ---------    ---------

NET INCREASE IN CASH                                  (42,436)       2,030

  Cash, beg. of period                                 79,528        1,464
                                                    ---------    ---------
  Cash, end of period                               $  37,092    $   3,494
                                                    =========    =========



SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                     $     819    $   2,203
  Income taxes paid                                 $    --      $    --

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







                   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  September  30,  2006,  the  related
statements of operations for the three and nine months ended  September 30, 2006
and 2005 and the  statements  of cash flows for the three months and nine months
ended September 30, 2006 and 2005 and the statement of shareholders'  equity for
the twelve  months ended  December 31, 2005 and the nine months ended  September
30, 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 and nine  months  ended
September  30, 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.  The
Company advanced the President $22,075 to purchase inventory as of September 30,
2006.

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
$4,223 and  $11,449 for the three  months  ending  September  30, 2006 and 2005,
respectively  and $25,305 and $30,418 for the nine months  ended  September  30,
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 September  30, 2006 are as
follows:

         Vehicles - trailer                 $     4,314
         Furniture and fixtures                   3,793
         Sign                                     6,217
         Website                                 25,000
         Leasehold improvements                  23,951
                                            -----------
                                                 63,275
         Less: accumulated depreciation         (23,858)
                                            $    39,417


Depreciation  expense  totaled  $3,694  and $2,129  for the three  months  ended
September 30, 2006 and September  30, 2005  respectively  and $10,465 and $6,387
for the nine months ended September 30, 2006 and 2005 respectively.



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 October 31,
2006,  there were  5,696,800  shares  outstanding.  The  Company  has not paid a
dividend to its shareholders.



                                       9
<PAGE>


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  September 30, 2006 and September 30, 2006 was $4,500 and $13,500 for the
nine months  ending  September  30,  2006 and 2005.  The future  minimum  rental
payments remaining are:


                         2006         $   4,500
                         2007            10,500
                                      ---------
                        Total         $  15,000



                                       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  $65,000 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 September 30, 2006


Our fiscal  quarter ended on September 30, 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  September  30, 2006,  was $29,932
compared with revenues for the three months ended September 30, 2005 of $23,074.
Revenue for the nine months ended September 30, 2006, was $65,738  compared with
revenues for the nine months ended September 30, 2005 of $109,599.  The decrease
is due to some large  ticket  sales in 2005,  which the  Company did not have in
2006, as well as less traffic due to remodeling the front of our building.



                                       11
<PAGE>



COST OF SALES AND GROSS  PROFIT:  Cost of sales was $21,702 in the three  months
ended  September  30, 2006 compared to $9,631 for the same three months in 2005.
Cost of sales was $37,430 for the nine months ended  September 30, 2006 compared
to $47,884 for the nine months ended  September 30, 2005. The difference was due
to higher sales in 2005 and the write-down of some slow-moving inventory.


EXPENSES.  Total  expenses for the three months ended  September 30, 2006,  were
$293,109 compared with expenses for the three months ended September 30, 2005 of
$28,541.  Total  expenses for the nine months  ended  September  30, 2006,  were
$372,032  compared with  expenses of $85,501 for the same period last year.  The
increase is related to regulatory  and audit fees and consulting  services.  The
company issued 480,000 shares on August 20, 2006 at fair value of $.50 per share
to assist the company in raising additional capital.
 This expense does not include  depreciation which was $3,694 and $2,129 for the
three  months ended  September  30, 2006 and 2005  respectively  and $10,465 and
$6,387 for the nine months ended September 30, 2006 and 2005 respectively.

NET INCOME  (LOSS).  Net loss for the three months ended  September 30, 2006 was
$288,573  compared to a net loss of $18,337 for the three months ended September
30,  2005.  Net loss for the nine months ended  September  30, 2006 was $365,778
compared to a net loss of $30,798 for the nine months ended  September 30, 2005.
Such  decrease in profit and  increase in loss was due to the  decrease in sales
and increase in expenses.


LIQUIDITY  AND CAPITAL  RESOURCES.  In 2005,  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.  As of September 30, 2006, our cash balance
was $37,092.


Employees

As of September 30, 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.


                                       12
<PAGE>


As required  by Rules  13a-15(e)  and  15d-15(e)  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and  operation  of  the  Company's  disclosure  controls  and  procedures  as of
September 30, 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.

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 September 30, 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  September
30, 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: November 16, 2006






                                       14