SecProbe.io

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      Mail Stop 7010
      October 11, 2005

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

Re:	Silver Pearl Enterprises, Inc.
	Amendment No. 3 to Registration Statement on Form SB-1
      Filed October 4, 2005
      File No. 333-124837

Dear Ms. Smith:

      We have reviewed your filing and have the following comment.

Exhibit 11.1

1. The current language appears to assume that the shares are
authorized for issuance and have been properly paid. As discussed
with
your counsel, please delete the words "authorized for issuance
and"
and "and upon proper payment therefore."

      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.

      Please contact Brigitte Lippmann at (202) 551-3713 or me at
(202) 551-3760 with any 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.
October 11, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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