SecProbe.io

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      Mail Stop 7010
      July 29, 2005

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

Re:	Silver Pearl Enterprises, Inc.
	Amendment No. 1 to Registration Statement on Form SB-1
      Filed July 11, 2005
      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.

Prospectus Summary, page 2

1. We note your response to prior comment 5. Please discuss the
company`s plan of operation in greater detail. For example,
quantify
the amounts you expect to spend for inventory purchases, opening a
new
store, website development, and marketing and advertising. Also
disclose the expected timing for these expenditures.

Risk Factors, page 4

2. We note your response to prior comment 11. Please move the
sentence
you have added to the risk captioned "No Public Market for Our
Common
Stock Currently Exists." Also disclose that securities being
quoted on
the OTCBB must be sponsored by a participating market maker.
Plan of Distribution, page 9

3. We note your response to prior comment 15. Please clarify
whether
the subscription agreement is terminated if the offering is not
completed by December 8, 2005. If not, explain why.

Description of Business, page 11

4. We note your response to prior comment 16. However, we do not
see
where you have described your inventory and warranty practices.
Please
revise.

Management`s Discussion and Plan of Operations, page 15

5. We note your response to prior comment 18. Please expand on why
your expenses would not increase at the same rate as sales. We
note
that in Use of Proceeds, a substantial portion of the proceeds
will be
used for inventory and marketing and advertising expenses. You
also
state in the risk factors that you expect to have minimal income
or
incur net losses for the foreseeable future.

6. We note your response to prior comment 19. Please provide
greater
detail regarding your plan of operation for the 12 months
following
the commencement of the offering.

7. We note your response to prior comment 20. Please disclose the
parties, the interest rate and any other material term of the
note.

Notes to Consolidated Financial Statements

Statement of Cash Flows

8. We note your response to prior comment 27 and your revisions to
the
statement of cash flows for the period ended December 31, 2004 to
show
the non-cash items as supplemental disclosures, however, we still
note
"Stock Issued for Fixed Assets and Inventory" included in
operating
cash flows.  This item, unlike "Stock Issued for Services," is not
related to net income, and thus should not be shown as a
reconciling
item to net cash provided by operating activities.  Please revise
your
cash flow statement by removing the non-cash item, "Stock Issued
for
Fixed Assets and Inventory" and the corresponding non-cash items,
"Increase in Inventory" and "Purchase of Fixed Assets."

9. Please also make the applicable revisions to the cash flow
statement for the period ended June 30, 2005.

Note 1 - Significant Accounting Policies

Software Capitalization

10. You responded to our prior comment 29 that the notes to the
financial statements have been revised, but we do not note any
revisions to the Software Capitalization footnote.  Please
reference
the applicable revisions, and provide the following information:
* Please tell us what consideration you gave to EITF 00-02 in
determining to capitalize these costs.
* Tell us what if any costs were expensed when incurred.
* In addition, file the internet web site development contract
agreement as a correspondence file in EDGAR as part of your
supplemental response to our letter.

Note 4 - Common Stock

11. Identify the marketable securities reflected in the June 30,
2005
balance sheet.  The disclosure may be included in Note 4 on page
F-8.
Please tell us how the company determined the value of the
marketable
securities at the date of the receipt.  We note that Note 4 on
page F-
8 indicates a value of $13,750 while paragraph 10 of the letter
dated
June 21, 2005 filed as exhibit 11.1 indicates a value of $15,000.
Tell us the market price of the company`s common stock at the date
of
the transaction.

Exhibit 4.1 - Subscription Agreement

12. We reissue prior comment 34. The agreement does not reflect
the
escrow terms described in the prospectus. Please revise or file a
separate escrow agreement.

Exhibit 11.1

13. Please revise the opinion to reflect that the Lamberth Law
Firm
has acted as counsel to the company and that the last paragraph of
the
letter is counsel`s opinion. Also file a consent.

      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.
July 29, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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