SecProbe.io

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      Mail Stop 7010
      June 9, 2005

Denise D. Smith
Silver Pearl Enterprises, Inc.
1541 E. I-30
Rockwall, TX 75087

Re:	Silver Pearl Enterprises, Inc.
	Registration Statement on Form SB-1
      Filed May 12, 20005
      File No. 333-124837

Dear Ms. Smith:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. As necessary update the financial statements through June 30,
2005.
See Rule 310(g) of Regulation S-B.  Also, each amendment to the
registration statement should include a currently dated consent of
the
independent registered accountant.

Cover Page

2. Please limit the cover page to the information that is required
by
Item 501 of Regulation S-B and other information that is key to an
investment decision.

3. Please add the company`s mailing address and telephone number,
here
or in the Summary section.
Prospectus Summary, page 2

4. Your website states that you also sell jewelry. Please expand
your
business description to discuss all the products you sell. Make
similar revisions under Description of Business.

5. Please describe the company`s plan of operation for the twelve
months following the offering. We note that you briefly discuss
your
plan under Use of Proceeds. See Item 6(a)(3)(i) of Form 1-A.  You
should elaborate as specifically as possible on your plans to
expand
and develop the product line and generate revenue.  Describe what
steps you will take to achieve this objective and when you expect
to
take them.  We may have additional comments when we review your
revised disclosure.

6. If you believe that you may engage in a merger or acquisition
within the next 12 months, please disclose this.

7. Please revise to include a balanced description of your
business.
For example, while you disclose your total sales, you do not
discuss
your net income during those periods.

Summary Financial Data, page 3

8. Please reconcile the December 31, 2004 balance sheet data on
page 3
to the balance sheet or make the appropriate revisions as
necessary.

Risk Factors, page 4

9. Please avoid language in risk factors like "material adverse
effect." Instead, please state what the specific impact will be on
your financial condition or results of operations. We may have
additional comments after we review your response.

10. Some of your risk factors use language like "we cannot assure"
or
"we cannot be certain."  Please delete this language; the real
risk is
not your inability to predict or offer assurance, but the
condition
described.

11. Under "No Public Market for Our Common Stock Currently Exists
. .
., describe the risks relating to listing your shares on the OTC
BB
and disclose whether you are aware of a market maker who intends
to
make a market in your stock.

12. Please add risk factors regarding the following:

* 20% of the company`s profits will be paid to Denise Smith,
* shareholders will experience immediate and substantial dilution,
* management`s experience in running a retail operation, and
* investors are not able to cancel the subscription agreement they
sign.
Plan of Distribution, page 8

13. Please disclose the closing date of the offering.

14. Please disclose the name and address of the attorney who will
hold
the escrow funds.

15. Please describe the subscription agreement and disclose that
investors are not entitled to cancel, terminate or revoke the
agreement.

Description of Business, page 10

16. Please describe your business and property in greater detail.
For
example, is your retail space located in a shopping area or mall?
Do
you specialize in certain styles of furniture since you state they
have a foreign element? Describe your inventory and warranty
practices. How do the jewelry products fit into your business
plan?

17. Under Competition, disclose the number of furniture stores
operating in the Metroplex area and provide more detail about the
competitors you describe in the Risk Factors.

Management`s Discussion and Plan of Operations, page 13

18. Although your revenues totaled $49,478 for the first quarter,
your
net income was only $1,294. Please describe your expenses in
greater
detail to better understand your results of operations.

19. Expand your disclosures to address your plan of operation for
the
12 months following the commencement of the offering.  The
description
should be reasonably detailed.  Supporting information should be
provided with respect to conclusory statements.  See Item
6(3)(a)(i)
of Form 1-A.

20. Please describe your notes payable.

Directors and Executive Officers, page 14

21. Please describe in greater detail Ms. Smith`s responsibilities
in
her prior sales positions to provide a better understanding of her
experience in the furniture retail business. See Item 8(c) of Form
1-
A.

Remuneration of Directors and Officers, page 15

22. Please explain why the company reflects $6,410 in wages for
the
first quarter.

Principal Shareholders, page 15

23. Please disclose the relationship between Art Xpectations, VMP
Enterprises and Gary Pilant. Please list Art Xpectations under
Significant Parties or explain why it is not included.

Independent Auditor`s Report

24. The auditor`s report should be amended to state that their
audit
was conducted "in accordance with the standards of the Public
Company
Accounting Oversight Board (United States)" as outlined in PCAOB
Auditing Standard No. 1.  Accordingly, they should delete all
references to "auditing standards generally accepted in the United
States of America." PCAOB Auditing Standard No. 1 is effective for
auditors` reports issued or reissued on or after May 24, 2004.
Please
refer to Commission Release 33-8422 dated May 14, 2004.

25. In addition, the report should be entitled "Report of
Independent
Registered Public Accounting Firm" as outlined in PCAOB Auditing
Standard No. 1.

26. The fourth paragraph of the auditor`s report should be deleted
as
the statement of stockholders` equity is a required audited
financial
statement under Item 310(a) of Regulation S-B.

Statement of Cash Flows

27. Revise your filing to remove the non-cash items of stock
issued
for services, inventory, and fixed assets from your cash flows
from
financing activities.  These items should be shown in the
supplemental
disclosures as well as a reduction of the applicable operating and
investing cash outflows. Please refer to SFAS 95 for additional
guidance in the preparation of the Statement of Cash Flows.

Statement of Stockholders` Equity

28. We note your stock issued for services and assets ranged from
$0.001 to $0.22 per share during 2004.  Please tell us how you
determined the fair value of the services and assets in these
stock
transactions.

Note 1 - Significant Accounting Policies
Software Capitalization

29. We note your capitalized website development costs constitute
approximately 23% of total assets at December 31, 2004.
* Please tell us what consideration you gave to EITF 00-02 in
determining to capitalize these costs.
* Tell us what if any related costs were expensed when incurred.
* In addition provide supplementally a copy of the third party
agreement for the development of the website.
* Tell us the approximate percentage of revenues generated from
the
website since inception.

Note 5 - Commitments and Contingencies

30. Please file your lease agreement as an exhibit.

Note 6 - Notes Payable

31. We note your planned use of the offering proceeds do not
include
the payment of the note payable which is due in 2005.  Please tell
us
what the expected source of repayment will be and the name of the
lender.

Exhibits, page II.4

32. Please list the exhibits in the exhibit index according to the
number assigned to it in Part III of Form 1-A or in Item 6 of Form
SB-
1.

Signatures, page II.5

33. Please revise the signature line of Denise Smith to reflect
that
she is the principal executive officer of the company. Please make
this revision elsewhere in the registration statement, as
applicable.

Exhibit 4.2 - Subscription Agreement

34. The agreement does not reflect the escrow terms described in
the
prospectus. Please revise or file a separate escrow agreement.
Please
also revise the agreement to reflect that the common stock is
$0.001
par value per share, rather than no par value.

Exhibit 5.1 - Legal Opinion

35. Please revise to indicate that the shares being registered
have
been authorized and delete the words "upon proper issuance" in the
last sentence.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Bret Johnson at (202) 551-3753 or Nate
Cheney at
(202) 551-3714 if you have questions regarding comments on the
financial statements and related matters.  Please contact Brigitte
Lippmann at (202) 551-3713 or me at (202) 551-3760 with any other
questions.

      					Sincerely,

      					Pamela Long
								Assistant Director

cc:	R. Bradley Lamberth, Esq.
	Lamberth Law Firm
	1010 W. Ralph Hall Parkway
	Rockwall, TX 75032
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Denise D. Smith
Silver Pearl Enterprises, Inc.
June 9, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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