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

                                FORM 10-Q

(Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

For the quarterly period ended                   September 30, 2008

OR

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to _____________________


        Commission file number                           1-12635

              PARADISE MUSIC & ENTERTAINMENT, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                                  013-3906452
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

  409 Brevard Avenue, Suite 7, Cocoa, FL                       3292268
 (Address of principal executive offices)                     (Zip Code)

  (Issuer's telephone number)                   		888-565-3259

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.               Yes |  | No |X|

Indicate by check mark whether the registrant is a large accelerated filer, a
n accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]				Accelerated filer { }
Non-accelerated filer   [  ]            Smaller reporting company [X]

Indicate by check mark if the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act
										 Yes [  ] No[X]

At September 30, 2008, the Issuer had 62,345,500 shares of Common Stock, $.01
par value, issued and outstanding.




                  PARADISE MUSIC & ENTERTAINMENT, INC.
                          AND SUBSIDIARIES



PART I   FINANCIAL INFORMATION                                         PAGE

Item 1   Financial Statements                                             1

Condensed Consolidated Balance Sheet as of 					F-1
       September 30, 2008 and December 31, 2007 (Unaudited)

Condensed Consolidated Statements of Operations for the Three 		F-2
       and Nine Months Ended September 30, 2008 and 2007 (unaudited)

 Condensed Consolidated Statements of Cash Flows for the Nine 		F-3
       Months Ended September 30, 2008 and 2007 (unaudited)

 Notes to Condensed Consolidated Financial Statements 			F-4
              (unaudited)

Item 2   Management's Discussion and Analysis of Financial Condition 	  2
       And Results of Operations

Item 3   Quantitative and Qualitative Disclosures about market risk.      3

Item 4   Controls and Procedures	                                      3

                          PART II - OTHER INFORMATION

Item 1   Legal proceedings.                                               3

Item 1A  Risk Factors.                                                    3

Item 2   Unregistered Sales of Equity Securities and Use of Proceeds.     5

Item 3   Defaults upon Senior Securities.                                 5

Item 4   Submission of Matters to a Vote of Security Holders.             5

Item 5   Other Information.                                               5

Item 6   Exhibits.                                                        6

	Signatures	                                                        6







PART I ? FINANCIAL INFORMATION
                    PARADISE MUSIC & ENTERTAINMENT, INC.
                            AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEET
                   September 30, 2008 and December 31, 2007

                                                  September 30,    December 31
                                                     2008             2007
                                                 (Unaudited)       (Audited)
                                                -----------       -----------
ASSETS
Current Assets
  Cash and equivalents                         $    29,106       $       8,657
  Accounts receivable, less allowance for
  doubtful accounts of $89,083 & $66,834     	   880,673       	   1,061,016
  Prepaid expenses                                  10,732              13,744
                                                ------------       ------------
  Total Current Assets                             920,511           1,084,417

Property and equipment, net                        381,295             504,366
                                                ------------       ------------
Total Assets                                   $ 1,301,806       $   1,624,783
                                               ============       =============
LIABILITIES AND DEFICIENCY IN ASSETS

Liabilities
Current Liabilities
  Accounts payable                             $ 1,788,189       $   1,953,019
  Accrued and Other Current Liabilities            569,651             524,006
  Current Portion of Long-Term Debt                346,881             252,000
  Line of credit                                 1,190,278             837,093
  Notes Payable                                    739,038             417,440
  Notes Payable-related party                      111,583              53,248
  Dividends payable                                 40,929              30,429
                                               ------------       -------------
    Total Current Liabilities                    4,786,548           4,067,235

Long-term liabilities
  Notes payable                                      4,858             347,288
                                               ------------       -------------
    Total Long-Term Liabilities                    781,655             347,288
                                               ------------       -------------
Total Liabilities                                 4,791406           4,414,523

Stockholders' Equity (Deficiency in assets)
  Preferred stock, $.01 par value, 5,000,0000
  shares authorized, 642,300 issued                  6,423               6,423
  Common Stock, $.01 par value 75,000,000
  Shares authorized, 62,345,500 issued             623,455             605,954
  Additional paid-In capital                    27,254,304          27,498,435
  Accumulated deficit                          (31,373,782)        (30,900,553)
                                               -------------       -------------
     Total Deficiency in assets                 (3,489,600)         (2,789,740)
                                               -------------       -------------
Total Liabilities and Deficiency in assets     $ 1,301,806       $   1,624,783
                                               =============       =============

See accompanying notes to financial statements.

                      PARADISE MUSIC & ENTERTAINMENT, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                          For the three months ended  For the nine months ended
                                 September 30,              September 30,
                              2008          2007        2008          2007
                         -----------   ------------  -----------  -------------
Revenues:
 Sales                  $  606,600     $  751,151    $1,753,589   $  2,077,492
 Cost of sales             259,805        256,126       795,257        772,450
                          ----------     ----------  -----------   ------------
Gross margin               346,795        495,025       958,332      1,305,042
                          ----------     ----------  -----------   ------------
Expenses:
   Selling, general
   and administration       475,508       408,258     1,354,816      1,200,786
                          ----------     ----------   ----------   ------------
Income (loss) from
   operations              (128,713)       86,767      (396,484)       104,256
                          ----------     ----------   ----------   ------------
Other (income) and expense
  Interest expense          113,960        89,671       311,372        283,804
  Other (income)               (999)            -          (999)        (2,301)
                          ----------     ----------   ----------   ------------
Total other (income)
    Expense                 112,961        89,671       310,373        281,473
                          ----------     ----------   ----------   ------------
Loss before income tax     (241,674)       (2,904)     (706,857)      (177,217)
Provision for income taxes        -              -            -              -
                          ----------     ----------   ----------   ------------
Net loss                 $ (241,674)   $   (2,904)  $  (706,857)  $   (177,217)
                          ==========     ==========   ==========   ============

Preferred stock dividend                   (3,500)                     (10,500)
                          ----------    ----------    ----------   ------------
Net loss attributable to
    common stock         $ (241,674)   $   (6,404)  $  (706,857)  $   (187,717)

Net loss per common
  share(basic and
  diluted)               $   (0.004)    $  (0.000)  $    (0.011)  $     (0.003)
                          ==========     ==========   ==========   ============
Weighted average number
  of common shares
  outstanding (basic
  and diluted)            62,345,500     60,595,500   62,345,500    60,595,500
                          ===========    ===========  ==========   ============


See accompanying notes to financial statements









                         PARADISE MUSIC & ENTERTAINMENT, INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
                                                    For the nine months ended
                                                             September 30,
                                                        2008          2007
                                                    -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                           $   (706,857)  $(177,217)
Adjustments to reconcile neet loss to net
  cash used by operating activities:
    Depreciation and amortization                       159,070     145,775
 (Increase) decrease in assets:
    Accounts receivable                                 181,343    (378,468)
    Prepaid expenses                                      2,375       5,336
 Increase (decrease) in liabilities:
    Accounts payable                                     128,131     11,333
    Accrued and other current liabilities               (6,648)     (36,136)
                                                      -----------  ----------
  Net cash used by operating activities               (242,586)     429,377)
                                                      -----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES

    Acquisition of property and equipment                  --	   31,737)
                                                      -----------  ----------
  Net cash provided (used) by investing
      activities                                           --       (31,737)
                                                      -----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital stock			                           17,500         --
Proceeds from debentures					  319,300	      --
Proceeds from officer loans                              58,336       32,456
Repayment of notes payable					   (4,275)      87,074
Repayment of bank borrowing                            (127,825)     169,062
                                                       ----------  ----------
Net cash provided by financing activities               263,036      291,009
                                                       ----------  ----------

Net decrease in cash and equivalents                    20,450      (170,105)
Cash and equivalents-beginning                           8,657       192,578
                                                       ----------  ----------
Cash and equivalents-ending                          $  29,108     $  22,474
                                                       ==========  ==========



See accompanying notes to financial statements.






                       PARADISE MUSIC & ENTERTAINMENT, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             September 30, 2008 and 2007
                                    (Unaudited)

NOTE 1 -BASIS OF PRESENTATION:

The condensed consolidated financial statements included herein have been
prepared by Paradise Music & Entertainment, Inc. and subsidiaries (the
?Company?) pursuant to the rules and regulations of the Securities and
Exchange Commission (the ?SEC?) and reflect all adjustments, consisting of
normal recurring adjustments, which are, in the opinion of management,
necessary for a fair presentation of results of operations for interim
periods.  Certain information and footnote disclosures have been omitted
pursuant to such rules and regulations.  It is suggested that these
financial statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company?s Annual Report for
the period ended December 31, 2007 on Form 10-K.

The consolidated results of operations for the nine months ended September
30, 2008 are not necessarily indicative of the results to be expected for the
full fiscal year.

NOTE 2 - ORGANIZATION AND NATURE OF OPERATIONS:

Paradise Music & Entertainment, Inc. ("Paradise" or the "Company"), a
diversified holding company, is focused on adding to its 2005 acquisition,
Environmental Testing Laboratories, Inc. (?ETL?).  Now a wholly owned
subsidiary, ETL operates profitably in the nationwide $1.8 billion a year
environmental testing industry.  Expanding ETL is a focal point for Paradise,
and it is pursuing additional businesses.  The Company, through its new
expansion plans, along with its recently expanded management team, is working
to attract and subsequently acquire companies operating successfully in its
industry.  The goals of the expansion strategy include utilizing the Company?s
existing Net Operating Loss (NOL) as well as aggregating these companies into
successful operations.  As of the date of this report, we are not in the
process of negotiating any additional mergers or acquisitions, though we have
had preliminary discussions with a number of potential acquisition candidates.
Paradise operates offices in Florida and Colorado.

NOTE 3 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Paradise and its
wholly-owned subsidiary, Environmental Testing Laboratories, Inc.
(collectively the "Company").   All significant intercompany accounts and
transactions have been eliminated in consolidation.

Revenue Recognition

The Company?s current revenue from the provision of environmental testing
services is recorded when the service has been performed.





                         PARADISE MUSIC & ENTERTAINMENT, INC.
                                  AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            September 30, 2008 and 2007
                                       (Unaudited)

NOTE 3 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value.  Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectibility,
historical trends are evaluated and specific customer issues are reviewed to
arrive at appropriate allowances. Substantially all of the accounts receivable
are pledged as security for a factoring agreement with Capstone Business
Credit, LLC.

Property and Equipment

Property and equipment is recorded at cost. Depreciation of assets is computed
using the straight-line method over the following estimated useful lives.

       Laboratory equipment		         3 - 10 years
       Furniture and fixtures         	   3 -  7 years

Financial Instruments

Fair value estimates discussed herein are based on certain market assumptions
and pertinent information available to management as of September 30, 2008.
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments
include cash, accounts receivable, accounts payable and notes payable. Fair
values were assumed to approximate carrying values for these financial
instruments because they are short term in nature and their carrying amounts
approximate fair values.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the
existence of facts and circumstances that suggest impairment. The Company will
measure the amount of any impairment based on the amount that the carrying
value of the impaired assets exceed the undiscounted cash flows expected to
result from the use and eventual disposal of the impaired assets. At September
30, 2008, no impairment of long-lived assets was deemed appropriate.

Use of Estimates?

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.


                          PARADISE MUSIC & ENTERTAINMENT, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            September 30, 2008 and 2007
                                     (Unaudited)

NOTE 3 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Related parties

Parties, which can be a corporation or individual, are considered to be
if the Company has the ability, directly or indirectly, to control the other
party or exercise significant influence over the other party in making
financial and operating decisions.  Companies are also considered to be
related if they are subject to common control or common significant influence.
There are no related parties to the Company.

Segment Information

The Company follows SFAS 131, ?Disclosures about Segments of an Enterprise and
Related Information?. Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a
single segment and will evaluate additional segment disclosure requirements as
it expands its operations.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future changes in
such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Loss Per Common Share

Basic earnings per share excludes dilution and is computed by dividing loss
applicable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
Diluted loss per common share is the same as basic loss per common share for
all periods presented.  Unexercised stock options and warrants were not
included in the computations of diluted earnings per common share because
their effect would have been anti-dilutive as a result of the Company's
losses.  In December, 2007 the Company issued 362,300 shares of Series C
Preferred Stock as described below.  (See Subsequent Events)  These
transactions will significantly affect earnings per share in future periods.


                     PARADISE MUSIC & ENTERTAINMENT, INC.
                             AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       September 30, 2008 and 2007
                              (Unaudited)

NOTE 3 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Warrants

Stock warrants issued for goods and services are accounted for in accordance
with Emerging Issues Task Force (EITF) 96-18, Accounting for Warrants that are
issued to other than Employees for Acquisition, or in Conjunction with
Selling Goods and Services. Accordingly warrants subject to vesting based on
performance, will be valued each reporting period until vested. The portion of
the value related to the completed term of the related agreement is expensed,
and the remaining non-cash deferred consulting expense is amortized over the
remaining term of the agreement.  The value of such related warrants was
to adjustment until such time that the warrant was nonforfeitable, fully
vested and exercisable.  All warrants issued as consideration for goods or
services, either were fully vested or cancelled as of September 30, 2008.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for
equity instruments issued to other than employees based on the fair value of
consideration received or the fair value of the equity instruments, whichever
is more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123
"Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" (?APB 25?) but disclose the pro
forma effects on net income  (loss) had the fair value of the options been
expensed. The Company has elected to continue to apply APB 25 in accounting
its stock option incentive plans.

Recent Accounting Pronouncements

In May 2008, the FASB issued Statement of Financial Accounting Standards No.
162 (SFAS 162), The Hierarchy of Generally Accepted Accounting Principles.
The new standard is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
..S. generally accepted accounting principles (GAAP) for non-governmental
entities. The Statement will be effective 60 days following the SEC?s approval
of the Public Company Accounting Oversight Board (?PCAOB?) amendments to AU
Section 411, ?The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.? We are currently evaluating the effects, if
any, that SFAS 162 may have on our financial reporting.

In December, 2007, the FASB issued FAS No. 141(R), Business Combinations,
and SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51. FAS No. 141(R)
is required to be adopted concurrently with SFAS No. 160. These standards are
effective for fiscal years beginning after December 15, 2008 and will apply
prospectively to business combinations completed on or after that date.

                  PARADISE MUSIC & ENTERTAINMENT, INC.
                            AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 2008 and 2007
                              (Unaudited)

NOTE 3 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Early adoption is prohibited. FAS 141(R) requires changes in accounting for
acquisitions and FAS 160 will change the accounting for minority interests.
The Company is evaluating the impact of these statements on its financial
statements.

NOTE 4 - GOING CONCERN STATUS - FUTURE OPERATIONS

Since its inception, the Company has not operated profitably.  The Company had
a stockholders? deficit of $31,373,782 at September 30, 2008. There can be no
assurance that commercial viability can be demonstrated for the Company?s
products and services, and there can be no assurance that the Company will
ever achieve profitability on a sustained basis, if at all.

The Company's status as a going concern is dependent on its ability to
implement a successful marketing plan and to generate sufficient revenues to
operate on a profitable basis, along with continued financial support by
officers and major shareholders, and the raising of additional funds for
working capital. The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going
concern.



ITEM 2. 	MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS
General

Paradise Music & Entertainment, Inc. ("Paradise" or the "Company"), an
environmental services company, is focused on adding to its 2005 acquisition,
Environmental Testing Laboratories, Inc. (?ETL?).  Now a wholly owned
subsidiary, ETL operates in the nationwide $1.8 billion a year environmental
testing industry.   Paradise operates offices in Florida and Colorado, and was
incorporated in the State of Delaware in July 1996.

In the past Paradise operated as a music and entertainment company focused on
partnering with other companies in the entertainment industry.

Paradise is pursuing acquisitions in the environmental services industry.  To
that end, Paradise acquired Environmental Testing Laboratories, Inc. (ETL) of
Farmingdale, NY in February 2005.

The Company, to date, has not completed acquisitions of any additional merger
candidates, but has identified and entered into negotiations with a number of
potential candidates. There can be no assurances that such acquisitions will
occur.

Forward-Looking Statements

Except for the historical information contained herein, this quarterly report
onForm 10-Q may contain forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995.  These statements relate to future
events and to our future financial performance.  These statements are only
predictions and may differ from actual future events or results.  We disclaim
any intention or obligation to revise any forward-looking statements whether as
a result of new information, future developments or otherwise.  Please refer to
our other filings with the Securities and Exchange Commission, which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including but not limited to risks
associated with changes in general economic and business conditions, actions of
our competitors, the extent to which we are able to develop new services and
markets for our services, the time and expense involved in such development
activities, the level of demand and market acceptance of our services and
changes in business strategies.

Results of Operations

Three Months Ended September 30, 2008 Compared to Three Months Ended September
30, 2007.

The net loss was $ 2,904 for the three months ended September 30, 2007 compared
to a net loss of $241,674 for the three months ended September 30, 2008.

Paradise's marketing, selling, general and administrative expenses increased to
$475,508 for the three months ended September 30, 2008 from $408,258 for the
three months ended September 30, 2007, an increase of $67,250.

Net interest expense was $89,671 for the three months ended September 30, 2007,
compared to $113,960 for the three months ended September 30, 2008. Revenue was
$751,151 for the three months ended September 30, 2007 compared to $606,600 for
the three months ended September 30, 2008.

Liquidity and Capital Resources

Net cash used in operating activities for the nine months ended September 30,
2008 was $242,586.

Net cash provided by financing activities for the nine months ended September
30, 2008 was $263,036, the result of repayment of funds borrowed from financial
Institutions, notes payable and officer loans.

The Company is reviewing the profit and/or loss projections and cash needs of
its businesses. Discussions are under way with various prospective investors to
provide additional capital, but there can be no assurance that such discussions
will result in the arrangement of such capital on terms acceptable to the
Company if at all. As more fully discussed in Note 4 to the financial
statements included in Item 1, continuation of the Company as a going concern
is dependent upon its ability to resolve its liquidity problem and attain
futureprofitable operations.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to financial market risks, including changes in interest rates,
equity price risk and some of the loans in our portfolio may have floating
rates in the future. We may hedge against interest rate fluctuations by using
standard hedging instruments such as futures, options and forward contracts
subject to the requirements of the 1940 Act. While hedging activities may
insulate us against adverse changes in interest rates, they may also limit our
ability to participate in the benefits of higher interest rates with respect
to our portfolio of investments. During the nine months ended September 30,
2008 we did not engage in any hedging activities.

Since the Company to date has had no hedging or similar activities, the
information and disclosures required by Item 305 of Regulation S-K are
omitted as not material.

ITEM 4.	  CONTROLS AND PROCEDURES

Based upon an evaluation, supervised by Richard Rifenburgh, our Chief Executive
Officer and Principal Accounting Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures, Mr. Rifenburgh has
concluded that our disclosure controls and procedures were effective as of
September 30, 2008.  During the quarter ended September 30, 2008, there were
no significant changes in our internal accounting controls or in other
factors that materially affected, or are reasonably likely to materially
affect our internal controls over financial reporting.

PART II ? OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

A declaratory judgment action was filed against the company in a state court
in New York seeking to recover on a debt originating in 2002, and purporting
to be a class action on behalf of all other parties with debts arising in
2002. The Company has not done business, had an office or otherwise had any
connection with the State of New York since 2002, and the Company has obtained
an opinion of counsel that there is no jurisdiction over the Company in New
York. The Complaint in the action also was never served on the Company.  There
are no other enforceable debts arising in 2002, so there is no basis for a
action as well.  In 2009, the Company filed a declaratory judgment action in
Florida, where it is based and where the plaintiff in the purported class
action also resides, to declare that this and other debts arising in 2002 are
unenforceable under the applicable statute of limitations.

ITEM 1A.  RISK FACTORS.

We have a history of losses, we expect more losses in the future and we have
substantial doubt regarding our ability to continue as a going concern.  The
report of our independent auditor contains a qualification that points out
factors "raising substantial doubt about our ability to continue as a going
concern."  Since our inception, we have never been profitable before
extraordinary items. For the year ended December 31, 2007, we had a net loss
from operations of $(443,803) compared to net income from operations of
$101,163 for the year ended December 31, 2006, and stockholders? deficit of
$(2,789,740) as of December 31, 2007.  We presently have limited credit
facilities and we are in default on several loan instruments. These factors
raise substantial doubt about our ability to continue as a going concern,
though we may report positive net income in 2009.

We believe we do not currently have available funds sufficient to sustain our
operations through the second quarter of 2009. Our available funds generally
consist of cash and the funding derived from our revenue sources: income
related to environmental testing. As of September 30, 2008, we had $29,106 in
available cash.  Reducing operating expenses and capital expenditures alone
will not be sufficient to solve our liquidity problems. Unless we are able to
obtain sufficient funding through equity or debt offerings we will not be able
to expand our business.  Even if we are able to obtain additional financing it
may not be sufficient to expand our current operations.

The Company's strategy is to maximize the opportunity for growing the Company
into a profitable operating company.  That strategy is to acquire companies
that are, or can be, operated profitability in environmental services. The
Company?s management has operated service companies in a variety of fields for
over 35 years. While there has been some progress made on the implementation
of this relatively new strategy, the strategy is still in its infancy. The
Company presently has limited credit facilities and is in default on several
loan instruments. All of the above factors raise substantial doubt about our
ability to continue as a going concern.

The Company's status as a going concern is dependent on its ability to
successfully implement a marketing plan and generate sufficient revenues to
operate on a profitable basis, continued financial support by officers and
major shareholders and raising of additional funds for working capital. The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.

The Company Directors and officers make all decisions regarding selection of
management, budgeting, marketing, salaries and other matters affecting the
Company. Shareholders have little, if any, ability to influence the management
or the direction of the Company.

Agreements and arrangements between the Company and the Directors are not the
result of arm?s length negotiations and may result in conflicts of interest.
See ?MANAGEMENT- Compensation.?

The Company will initiate additional acquisitions in the future and has only
limited prior acquisition history.  A shareholder in the Company must rely
upon the ability of Management in identifying, structuring, and implementing
acquisitions consistent with the Company's objectives and policies. There can
be no assurance that there will be any additional acquisitions.

The Company may involve high degrees of leverage. Accordingly, recessions,
operating problems and other general business and economic risks may have a
more pronounced effect on the profitability or survival of the company. Also,
increased interest rates increase the company?s interest expenses. In the
event the company cannot generate adequate cash flow to meet debt service, the
Company may suffer a partial or total loss of capital invested in the company.

Decisions with respect to the management of the Company will be made by
management of the Company. The loss of the services of one or more of the
principal members of Management could have an adverse impact on the Company's
ability to realize its business objectives.

The principals of the Company anticipate devoting sufficient time as may be
necessary to conduct the business affairs of the Company in an appropriate
manner.  However, the principals of the Company and its parent are not full
time employees and may participate in activities of other companies. There can
be no assurance that the participation in such additional Companies will not
give rise to conflicts of interest.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no common shares issued during the quarter ended September 30, 2008

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

On July 23, 2008, the Board of Directors elected three new members to the
Board of Directors: Mr. Boris Rubizhevsky, Mr. Barry Saxe and Mr. Michael R.
Wiechnik.

Mr. Boris Rubizhevsky, who was also elected President and Chief Executive
Officer (CEO) as well as a director, has over thirty years of business
experience ranging from corporate management and mergers and acquisitions,
to business development, sales and marketing.  He has held several Board of
Director positions.  Most recently, Mr. Rubizhevsky founded NexGen Security
Corporation, a consulting firm specializing in homeland security, biological
and environmental products and technologies. Prior to this, in 1992 Mr.
Rubizhevsky co-founded Isonics Corporation (NASDAQ: ISON), a diversified
international company with offices in the United States, Germany and Russia
and businesses in life science, semiconductor wafer services and homeland
security products biotech applications as well as identifying capital funding
sources, including the company?s initial public offering and follow-on
secondary equity and debt offerings.   Prior to Isonics, he was with General
Electric in a number of international sales and marketing managerial
positions.  Mr. Rubizhevsky holds a B.S. degree in engineering from
the Stevens Institute of Technology.

Mr. Barry Saxe is a businessman with a 40 year career as an owner and operator
of several companies in the electrical, environmental and constructions
fields. Mr. Saxe attended Brooklyn College of the University of New York City
and University of California at Berkeley.

Mr. Michael R. Wiechnik has spent a career with the State of New Jersey?s
Department of Corrections including leadership positions from Administrative
Analyst to Chief of the Bureau of Correctional Systems.

Mr. Richard P. Rifenburgh maintains his position as Chairman of the Board,
which he has held since June 2006.

In consideration for their service on the Board, the Directors and the
Secretary of the Corporation each receive 250,000 common shares each year as a
grant as well as warrants for 125,000 per year at a strike price of $0.03 per
share. In addition, Mr. Rubishevsky has been granted 50,000 shares of the
Company?s Preferred C described above and options on 3,000,000 common
shares over the next three years; Mr. Saxe has been granted 20,000 shares of
the Company?s Series C Preferred Stock; Mr. Wiechnik has been granted 5,000
shares of the Company?s Series C Preferred stock;  Mr. Rifenburgh has been
granted 15,000 shares of the Company?s Series C Preferred stock;  Ms. Belden
has been granted 15,000 shares of the Company?s Series C Preferred stock; Mr.
Kelly Hickel, Chairman and CEO of the Company?s subsidiary, has been granted
15,000 shares of the Company?s Series C Preferred stock; and CF Consulting,
LLC has been granted 15,000 shares of the Company?s Series C Preferred stock.
Each share of Series C Preferred stock is convertible into 100 shares of the
Company?s Common Stock, subject to adjustment if, as, and when, the Company
has authorized a sufficient number of shares of Common Stock for issuance upon
such conversion. The Company has agreed to undertake, at its expense, the
effort to register under the Securities Act of 1933, as amended, and to
register or qualify under the applicable securities laws of other
jurisdictions, the shares of Common Stock into which the shares of Series C
Preferred stock are convertible. Upon the effectiveness of such registrations
and qualifications, the shares of Series C Preferred stock will automatically
be converted into shares of Common Stock as described above.


ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits

       31		Rule 13a-14(a) Certification of Richard P. Rifenburgh

32		Section 1350 Certification of Richard P. Rifenburgh

(b)	Reports on Form 8-K

   A report on Form 8-K was filed on July 30, 2009 reporting the election of
new officers and directors.

                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized

                                 PARADISE MUSIC & ENTERTAINMENT, INC.


                                By:    /s/ Richard P. Rifenburgh
                                    --------------------------------

 Date:  March 24, 2009