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

                                FORM 10-QSB

(Mark One)

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

     For the quarterly period ended                   March 31, 2007

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                       32923
 (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 March 31, 2007, the Issuer had 58,496,358 shares of Common Stock, $.01
par value, issued and outstanding.  At December 31, 2008, the issuer had
66,593,566 shares of common stock 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
       March 31, 2007 and March 31, 2006 (Unaudited)

Condensed Consolidated Statements of Operations for the Three 		F-2
       Months Ended March 31, 2007 and 2006 (unaudited)

 Condensed Consolidated Statements of Cash Flows for the Three 		F-3
       Months Ended March 31, 2007 and 2006 (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                                               3

Item 1   Legal proceedings.                                               3

Item 1A  Risk Factors.                                                    3

Item 2   Unregistered Sales of Equity Securities and Use of Proceeds.     3

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
                   March 31, 2007 and December 31, 2006

                                                  March 31,        December 31
                                                     2007             2006
                                                 (Unaudited)       (Audited)
                                                -----------       -----------
ASSETS
Current Assets
  Cash and equivalents                         $    42,768       $     192,579
  Accounts receivable, less allowance for
     doubtful accounts of $38,171 and $66,834      688,919             772,116
  Prepaid expenses                                  67,958              40,205
                                                ------------       ------------
  Total Current Assets                             799,645           1,004,900

Property and equipment, net                        688,040             708.715
                                                ------------       ------------
Total Assets                                   $ 1,487,685       $   1,713,615
                                               ============       =============
LIABILITIES AND DEFICIENCY IN ASSETS

Liabilities
Current Liabilities
  Accounts payable                             $ 5,695,993       $   5,672,980
  Accrued and Other Current Liabilities          1,687,362           1,703,620
  Current Portion of Long-Term Debt                    --              244,573
  Line of credit                                   347,234             389,003
  Notes Payable                                    649,750             649,750
  Notes Payable-related party                       39,908              15,000
  Dividends payable                                 19,929              16,429
                                               ------------       -------------
    Total Current Liabilities                    8,440,175           8,691,355

Long-term liabilities
  Notes payable                                    869,578             666,819
                                               ------------       -------------
    Total Long-Term Liabilities                    869,578             666,819
                                               ------------       -------------
Total Liabilities                                9,309,753           9,358,174

Stockholders' Equity (Deficiency in assets)
  Preferred stock, $.01 par value, 5,000,0000
  shares authorized, 280,000 issued                  2,800               2,800
  Common Stock, $.01 par value 75,000,000 shares
      authorized, 58,496,358 issued                584,964             584,964
  Additional paid-In capital                    27,137,555          27,135,139
  Accumulated deficit                          (35,547,387)        (35,367,461)
                                               -------------       -------------
     Total Deficiency in assets                 (7,822,069)         (7,644,559)
                                               -------------       -------------
Total Liabilities and Deficiency in assets     $ 1,487,685       $   1,713,615
                                               =============       =============

See accompanying notes to financial statements.
                      PARADISE MUSIC & ENTERTAINMENT, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                                    For the three months ended
                                                            March 31,
                                                        2007           2006
                                                     -----------   ------------
Revenues:
 Sales                                              $  574,479     $  736,440
 Cost of sales                                         258,704        334,129
                                                     ----------     ----------
Gross margin                                           315,775)       402,311
                                                     ----------     ----------
Expenses:
   Selling, general and administration                 384,723        393,123
                                                      ---------      ---------
Income (loss) from operations                          (68,948)         9,188
                                                       ---------      ---------
Other (income) and expense
Interest expense                                       107,478        112,143
                                                       ---------      ---------
Loss before income tax                                (176,426)      (102,955)
Provision for income taxes                                   -              -
                                                       ---------      ---------
Net loss                                            $ (176,426)    $ (102,955)
                                                       =========      =========

Preferred stock dividend                                (3,500)        (3,500)
                                                       ---------      ---------
Net loss attributable to common stock               $ (179,926)    $ (106,455)

Net loss per common share(basic and diluted)        $   (0.003)    $ (0.00220)
                                                       =========      =========
Weighted average number of
    common shares outstanding
   (basic and diluted)                               58,496,358     58,496,358
                                                     ===========    ===========


See accompanying notes to financial statements

















                      PARADISE MUSIC & ENTERTAINMENT, INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
                                                    For the three months ended
                                                             March 31,
                                                        2007          2006
                                                    -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                           $  (176,426)  $  (102,955)
Adjustments to reconcile net loss to net
  cash used by operating activities:
    Depreciation and amortization                       52,412        50,968
    Issue of warrants for compensation                   2,417           --
(Increase) decrease in assets:
    Accounts receivable                                 83,197       (48,314)
    Deferred costs                                           -        (9,561)
    Prepaid expenses                                   (27,753)       (4,535)
 Increase (decrease) in liabilities:
    Accounts payable                                    23,013        22,533
    Accrued and other current liabilities              (16,257)      (39,218)
                                                      -----------  ----------
  Net cash used by operating activities                (59,398)     (121,521)
                                                      -----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES

    Acquisition of property and equipment              (31,737)       (7,500)
                                                      -----------  ----------
  Net cash provided (used) by investing
      activities                                       (31,737)       (7,500)
                                                      -----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings                              --         89,958
Proceeds from officer loans                             24,908           --
Repayment of bank borrowing                            (83,583)      (38,154)
                                                       ----------  ----------
Net cash provided by financing activities              (58,675)       51,804
                                                       ----------  ----------

Net decrease in cash and equivalents                  (149,810)      (77,217)
Cash and equivalents-beginning                         192,578       137.409
                                                       ----------  ----------
Cash and equivalents-ending                          $  42,768     $  60,192
                                                       ==========  ==========



See accompanying notes to financial statements.











                       PARADISE MUSIC & ENTERTAINMENT, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                                    (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, 2006
on Form 10-KSB.

The consolidated results of operations for the three months ended March 31,
2007 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 subsidiaries, iball Media, PDSE Events, All Access, PDSE Records,
Push Records, PDSE Digital, Rave, Picture Vision, Straw Dogs, Shelter Films and
the newly acquired Environmental Testing Laboratories, Inc.  (collectively the
"Company").   All significant intercompany accounts and transactions have been
eliminated in consolidation.  In 2001, the Company discontinued operations in
all the subsidiaries except for All Access Entertainment Management Group, Inc.
which was discontinued in 2003.  In 2007, the Company sold the discontinued
operations to a third party. See subsequent events below.

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
                         March 31, 2007 and 2006
                               (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, historic
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances. Substantially all of the receivables 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 upon certain market assumptions
and pertinent information available to management as of December 31, 2006. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
receivables, 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 December
31, 2006, 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.
                           AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       March 31, 2007 and 2006
                             (Unaudited)

NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Related parties

Parties, which can be a corporation or individual, are considered to be related
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.






                      PARADISE MUSIC & ENTERTAINMENT, INC.
                              AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           March 31, 2007 and 2006
                                 (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 subject

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 December 31, 2006.

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
the 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 for its stock
option incentive plans.

Recent Accounting Pronouncements

In February 2007, the FASB issued Statement of Financial Accounting Standard No.
159, ?The Fair Value Option for Financial Assets and Financial Liabilities?, or
SFAS 159.  SFAS 159 permits companies to choose to measure many financial
instruments and certain other items at fair value.  It is expected to expand the

use of fair value measurements which is consistent with the Financial Accounting
Standards Boards long-term measurement objectives for accounting for financial
instruments.  SFAS 159 is effective for our first fiscal year that begins after

November 15, 2007, which is our fiscal year 2008 that begins in January 2008.
The Company is currently evaluating the impact of this statement to its
financial position and results of operations.

NOTE 4 - COMMITMENTS AND CONTINGENCIES:

The Company has agreed to pay each of its outside directors $18,000 per year,
payable quarterly in the Company's common stock valued on the last day of the
applicable quarter.   As the only outside director at that time, Mr. Rifenburgh
signed an agreement on January 2, 2002 to suspend the accrual of compensation
until the Company begins significant operations.  The Company has agreed to pay
                     PARADISE MUSIC & ENTERTAINMENT, INC.
                                AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2007 and 2006
                                  (Unaudited)

NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)

the Chairman $240,000 per year.  The Company was not able to make these
payments, nor have they accrued the expense for fiscal year ended December 31,
2006 and 2007.  The former Chairman, Mr. Hickel, agreed on January 2, 2002 to
suspend the accrual of compensation until the Company begins significant
operations. Mr. Hickel resigned as Chairman in June 2006, at which time Mr.
Rifenburgh became Chairman. He, too, had elected to suspend the accrual of this
compensation, however some compensation was expensed during 2006.  Compensation
in the form of cash, and stock occurred in 2007. See subsequent events.

NOTE 5 - GOING CONCERN STATUS - FUTURE OPERATIONS

In the Companys strategy to reposition its business, the Company acquired
Environmental Testing Laboratories, Inc. in 2005. We are now focusing on growing

that business both internally and externally. We have a number of marketing and
acquisition initiatives to accomplish that goal. On the other hand, since its
inception, the Company has not operated profitably.  The Company had a
stockholders deficit of $7,822,069 at March 31, 2007. 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 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
on Form 10-QSB 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 March 31, 2007 Compared to Three Months Ended March 31, 2006

The net loss was $179,926 for the three months ended March 31, 2007 compared to
a net loss of $106,455 for the three months ended March 31, 2006.  The increase
in loss was due to the loss of two major contracts in the first quarter.

Paradise's marketing, selling, general and administrative expenses decreased to
$384,723 for the three months ended March 31, 2007 from $393,123 for the three
months ended March 31, 2006, a decrease of $8,400.

Net interest expense was $107,478 for the three months ended March 31, 2007,
compared to $112,143 for the three months ended March 31, 2006.  Revenue was
$574,479 for the three months ended March 31, 2007 compared to $736,440 for the
three months ended March 31, 2006.

Liquidity and Capital Resources

Net cash used in operating activities for the three months ended March 31, 2007
was $59,398.

Net cash used in financing activities for the three months ended March 31, 2007
was $58,675, the result of repayment of funds borrowed from financial
institutions.

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 future profitable
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 twelve months ended December 31,
2007 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 at March
31, 2007.  During the quarter ended March 31, 2007, 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.

There were no legal proceedings involving the Company at March 31, 2007.

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 2008.

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 December 31, 2007, we had $8,657 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?s 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 or its parent. 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

At the January 8, 2007 board meeting the board granted the following S-8 shares
for past due compensation as follows:  Richard Rifenburgh received 400,000
shares, Julia Belden received 600,000 shares, Kelly Hickel received 979,083
shares and Patrick Rowland received 120,000 shares.  The 2,099,083 shares were
expensed as $20,991 in 2007.

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 February 2, 2007, the board of Directors (the ?Board?) elected Mr. Paul
Lisak, M.S., R.E.H.S to fill the vacant Board seat previously held by Kelly T.
Hickel.  Mr. Lisak, age 62, retired in 2002 as Los Angeles (?LA?) County?s
Hazardous Materials Control Manager, and from over 30 years service devoted to
the administration and management of public health.

Mr. Winston "Buzz" Willis was also elected to fill the vacant Board seat that he

previously held by him prior to his resignation in June 2006.  Mr. Willis was
the youngest vice president at RCA and was the founder of the Black Music
Division of RCA Records.  From the late 1970s to the early 1980s, he served as
senior VP of American operations of Phillips Electronics Corp. (parent of
Polydor/Polygram Records).

Ms. Julia Belden was elected as treasurer of the Company in addition to the
position of secretary which she has held since June 15, 2006. Ms. Patty Werner
Els was elected to the position of president of Environmental Testing
Laboratories, Inc. (ETL), the Company?s subsidiary.  Ms. Werner-Els has been
employed at ETL for 17 years.  On December 21, 2007 Mr. Rifenburgh resigned as
chairman and chief executive officer of ETL.  Mr. Kelly T. Hickel was elected
chairman and chief executive officer of ETL at the time of Mr. Rifenburgh?s
resignation. Ms. Belden and Ms. Werner-Els were reconfirmed as directors of ETL
at this time.

Mr. Richard P. Rifenburgh maintains his position as Chairman of the Board and
the other officer positions he has held since June 2006 and the position of Vice

Chairman which he has held since 2001. He also serves on the Board?s Audit
Committee, Compensation Committee and Nominating and Governance Committee; as
well as Chairman of the Audit Committee.

In consideration for his service on the Board, Mr. Paul Lisak, a director, has
been granted stock options to purchase 10,000 shares of the Company?s newly-
authorized Series C Preferred stock. In consideration for his service on the
Board, Mr. Willis was also granted stock options to purchase 10,000 shares of
the Company?s Series C Preferred stock. Mr. Rifenburgh, in consideration of his
long service and additional responsibilities was granted stock options to
purchase 50,000 shares of the Company?s Series C Preferred stock. In
consideration for her service as an Officer was granted options to purchase
7,500 shares of the Company?s Series C Preferred stock. Ms. Werner-Els, in
consideration for her service as the President of the Company?s operating
subsidiary was granted options to purchase 7,500 shares of the Company?s Series
C Preferred stock. All options granted to Mr. Lisak, Mr. Rifenburgh, Mr. Willis,

Ms. Belden, and Ms. Werner-Els are exercisable for a period of five years from
the date of grant at an exercise price of $1.10 per share of 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 register under the Securities Act of
1933, as amended, and to register or qualify under the applicable securities
laws of other jurisdictions, at its expense, 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

*	Report on Form 8-k filed with the SEC on February 7, 2007 announcing
the election of directors and principal officers.

                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 6, 2009