~~U.S. SECURITIES~~ UNITED ~~AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 OR 15(d)~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ of

~~Date of~~The ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): October 16, 2009~~1934

Date of Report (Date of earliest event reported): February 23, 2010

PARADISE MUSIC & ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-12635 01-3906452

Delaware	001-12635	13-3906452
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)




	1365 N. Courtenay Parkway, Suite A, Merritt Island, FL	32953
	(Address of principal executive offices)	(Zip Code)

(State or other (Commission File Number) (I.R.S. Employer JurisdictionRegistrant’s oftelephone number, ~~Formation) Identification No.)~~including area code: 888-565-3259

~~1365~~ N~~. Courtenay Parkway, Suite~~ /A

~~Merritt~~(Former ~~Island~~name or former address, ~~FL 32953~~ if changed since last report.)

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant under any of the following ~~office)~~ provisions (~~Zip Code~~see General Instruction A.2. below):

~~Registrant's telephone~~o ~~number,~~Written ~~including~~communications ~~area code:~~ pursuant to Rule 425 under the Securities Act (~~321~~17 CFR 230.425)~~452-9091~~

~~Check~~o ~~the appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see General~~17 ~~Instruction~~CFR A240.~~2 below~~14a-12):

[o ~~] Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~ Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

[o ~~] Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~[ ]~~Item ~~Pre-commencement~~1.01 Entry ~~communications~~into ~~pursuant~~a ~~to Rule 14d-2(b) under the Exchange Act~~Material ~~(17~~Definitive ~~CFR 240~~Agreement.~~14d-2(b))~~

~~[ ]~~ ~~Pre-commencement~~Item 2.01 Completion ~~communications pursuant to Rule 13e-4(c) under~~of ~~the Exchange~~Acquisition ~~Act~~or ~~(17~~Disposition ~~CFR~~of ~~240~~Assets.~~13e-4(c))~~

~~Section~~On February 23, 2010, Environmental 8Testing –Laboratories, ~~Other~~Inc. ~~Events~~(“ETL”) a Delaware corporation and a wholly owned subsidiary of Paradise Music & Entertainment, Inc., completed the acquisition of all the issued and outstanding shares of Vapor Extraction Technology, Inc. (“VET”), a California corporation for $350,000 in the form of a convertible debenture. VET is engaged in the business of rapid remediation of soil and groundwater contamination. The principal amount of the convertible debenture is due March 31, 2013 unless the debenture is earlier converted into common stock of ETL. Interest is payable at 14% in cash at maturity unless earlier paid in shares of common stock of ETL. The conversion rate is the lesser of (a) $.008 or (b) 75% of the average of the three lowest closing bid prices during the twenty trading days prior to the conversion date. In addition ETL entered into a consulting agreement with the sole shareholder of VET for 36 months at the rate $7,500 per month plus a royalty equal to 5% of the gross profit from sales and projects that the consultant is directly involved.

Item 89.01 ~~Other~~. Financial ~~Events~~Statements and Exhibits.

(a.) Financial ~~Re-establishment~~Statements of ~~company’s~~Business Acquired ~~historic entertainment business~~.

AtAs apermitted ~~meeting~~by ~~held~~Item ~~on October 16, 2009, the Board of Directors of Paradise Music & Entertainment, Inc~~9. 01(~~the “Company”~~a)(4) ~~approved~~of aForm ~~plan to re~~8-~~establish~~K, the ~~Company’s~~ ~~former~~Registrant ~~business~~will offile ~~providing entertainment services. The approved plan includes renaming one of~~ the ~~corporation’s subsidiaries as Paradise~~financial ~~Entertainment~~statements ~~Group.~~required ~~That subsidiary will be headed~~ by ~~Winston~~Item 9.01(~~Buzz~~a)~~Willis~~(1) ~~as its~~of ~~CEO.~~Form ~~Under~~8-K ~~Mr.~~pursuant ~~Willis’~~to ~~leadership,~~an ~~the~~amendment ~~company will participate in booking,~~to ~~sponsoring~~this ~~and~~Current ~~managing~~Report ~~entertainers~~on ~~and~~Form ~~venues.~~8-K ~~The~~not ~~Company~~later ~~and~~than ~~Mr.~~seventy ~~Willis~~one ~~have extensive~~(71) ~~experience~~calendar ~~and accomplishments in this space and are pleased to return~~days toafter the ~~company’s~~date ~~roots~~this ~~under~~current ~~his~~report ~~direction.~~must ~~The Company has become aware of opportunities that may~~ be ~~available to it and asked Mr~~filed. ~~Willis to assume a major role in its taking advantage of them.~~

Mr. Willis has been a director of PDSE since 2003 except for a brief period from mid 2006 to mid 2007. He was formerly president of the Company’s subsidiary, All Access Entertainment Management Group, Inc., a subsidiary of Paradise Music & Entertainment, Inc., Mr. Willis is acknowledged as a true pioneer and marketing innovator in the music industry. After graduating from Case Weston University in Cleveland, OH, Buzz’s music industry career enjoyed significant growth from its humble beginning as a local promoter for MGM Records. From there, he joined the staff of RCA Records and signed several artists who went on to record gold and platinum records. He holds the distinction of being the youngest Vice President at RCA and was the founder of the Black Music Division of RCA Records where, under his guidance, the careers of Jose Feliciano and the Main Ingredient were nurtured. From the late 1970s to the early 1980s, he served as Senior V.P. of American operations of Phillips Electronics Corp. (~~parent of Polydor/Polygram Records~~b)~~. At Phillips,~~ ~~Buzz~~Pro ~~was~~Forma ~~instrumental in the acquisition of the Mercury and Verve labels. A true~~Financial ~~trailblazer,~~Information ~~Buzz accepted the position of CEO of CTI Records~~. Here, he propelled the career of jazz greats such as George Benson and Esther Phillips, and was personally responsible for the industry’s first platinum jazz album, “Mr. Magic” by Grover Washington, Jr. He introduced the concept of marketing black artists, such as Kool & The Gang, Sister Sledge and Alexander O’Neal, to mainstream audiences and treating them similarly to white artists. In 1996, Buzz launched One World Entertainment in partnership with The Sanctuary Group, which provided services such as artist management, tour direction, record production and concert tour promotion. Buzz is a member of the R&B Hall of Fame.

~~b. Distribution~~As permitted by Item 9.01(b)(2) of Form 8-K, the ~~shares~~Registrant ofwill file the ~~Company’s~~pro ~~operating~~forma financial ~~subsidiary~~information required by Item 9.01(b)(1) of Form 8-K pursuant to ~~its~~an ~~shareholders~~amendment to this Current Report of Form 8-K not later than seventy one (71) calendar days after the date this current report must be filed.

As part of the renewed focus of the Company on the entertainment industry, the Company’s Board of Directors has also approved the distribution of the shares of the Company’s wholly-owned subsidiary, Environmental Testing Labs, Inc. (~~ETL~~c) ~~to the~~ shareholders of the Company, on a pro-rata basis. ETL then will operate as a stand-alone company in the environmental testing market and will have no further affiliation with the Company. This separation of focus is expected to enhance shareholder value.Exhibits

Item 9.01 Financial Statements and Exhibits.

2.1	Stock Purchase Agreement between Environmental Testing Laboratories, Inc. and the Shareholders of Vapor Extraction Technology, Inc. for Acquisition of all of the outstanding stock of Vapor Extraction Technology, Inc. dated February 15, 2010

10.1	Consulting Agreement dated February 15, 2010

None

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, the Registrant ~~has~~ has duly caused this ~~Current~~report ~~Report~~ to be signed on its behalf by the undersigned ~~hereto~~ hereunto duly authorized.

Paradise Music & Entertainment, Inc.

	PARADISE MUSIC & ENTERTAINMENT, INC.


Date: February 24, 2010	By:	/s/ Kelly Hickel
		Kelly Hickel, CEO and President

By: /s/ Richard P. Rifenburgh

--------------------------------

Name: Richard P. Rifenburgh

Chairman

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