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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB/A
 Amendment No. 2.
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-11284
 
 SILICON MOUNTAIN HOLDINGS, INC.
  Colorado
    
    84-0910490(State or Other Jurisdiction of incorporation or Organization)
    
    (I.R.S. Employer Identification No.)4755 Walnut Street
    
    80301Boulder, Colorado
    
    (Zip Code)(Address of Principal Executive Offices)
 
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
 
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    DOCUMENTS INCORPORATED BY REFERENCE
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Explanatory Note
 This Amendment No. 2 to the Annual Report on Form 10-KSB/A of Silicon Mountain Holdings, Inc. (the Company) for the
fiscal year ended December 31, 2007 is being filed in response to comments the Company received from the SEC regarding
the Companys evaluation of disclosure controls and procedures. This amendment contains a revised Item 8A(T) and
updated certifications from our Principal Executive Officer and Principal Financial Officer. In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, the complete text of Item 8A(T), as
amended in this Amendment No. 2, is set forth herein. The remainder of the Companys Amendment No. 1 to the Annual
Report on Form 10-KSB/A (filed on May 19, 2008) is unchanged.




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TABLE OF CONTENTS
 PART IIItem 8A(T). Controls and Procedures
    
    
    1SIGNATURES
    
    
    3Exhibit
Index
    
    
    4Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certifications of CEO and CFO Pursuant to Section 906




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Item 8A(T). Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
  (i)
    
    pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the Company;(ii)
    
    provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the
Company; and(iii)
    
    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 the financial
statements.
      1




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Changes in Internal Control Over Financial Reporting
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SIGNATURES
 
  By:
    
    /s/ Rudolph (Tré) A. Cates IIIRudolph (Tré) A. Cates III,President, Chief Executive Officer and DirectorBy:
    
    /s/ Dennis ClarkDennis Clark,Chief Financial Officer
  By:
    
    /s/ Rudolph (Tré) A. Cates IIIRudolph (Tré) A. Cates III,
Sole DirectorDate:
October 24, 2008
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EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (6)31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (6)32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
 (6)
    
    Filed herewith.  4