SecProbe.io

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      Mail Stop 7010
      September 7, 2005

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

Re:	Silver Pearl Enterprises, Inc.
	Amendment No. 2 to Registration Statement on Form SB-1
      Filed August 26, 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.

Management`s Discussion and Plan of Operations, page 16

1. We note that you currently provide your cash balance as of
March
31, 2005.  Please update this information to the latest balance
sheet
date included in your filing, which is June 30, 2005.

Financial Statements for the Year Ended December 31, 2004

Note 1 - Nature of Activities and Significant Accounting Policies,
page F-6

Website Development Costs, page F-7

2. We note your response to comment 10 from our letter dated July
29,
2005, including the provision of your internet web site
development
contract agreement.  It remains unclear to us exactly what
services
were provided to you by Art Xpectations, LLC.  Please refer to the
list of various services provided in the different stages of your
website`s development found in exhibit 00-2A to EITF 00-2, and
tell us
which of these services were or are being provided by Art
Xpectations.
Also, please tell us if you had an operational website prior to
hiring
Art Xpectations.

Exhibit 4.1 - Subscription Agreement

3. We reissue prior comment 12. The agreement does not reflect the
escrow terms described in the prospectus. For example, there is no
reference that the company will not cash the checks unless it
raises
the minimum subscription amount, that the funds will not be
commingled, and that all funds will be refunded immediately,
without
interest, by the end of the offering period if the minimum
subscription is not raised.

Exhibit 11.1

4. We note that counsel has changed the opinion so that it is
based
upon your representations that all actions identified therein have
been authorized. Please delete this language. In opining that
securities are legally issued, counsel cannot assume that all
actions
identified in the opinion have been authorized. This is a
conclusion
of law.

      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.
September 7, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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