8-K 1 r-8kparadiseauditorchange.txt PARADISE MUSIC AUDITOR CHANGE U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2009 PARADISE MUSIC & ENTERTAINMENT, INC. (Exact name of registrant as specified in charter) Delaware 1-12635 01-3906452 (State or other (Commission File (I.R.S. Employer of jurisdiction Number) Identification No.) incorporation) 1365 N. Courtenay Parkway, Suite A Merritt Island, FL 32953 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (321)452-9091 409 Brevard Avenue, Suite 7, Cocoa, FL 32923 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 4.01 Changes in Registrant?s Certifying Accountant. (a). Dismissal of Independent Accountant. By letter dated April 9, 2009, the Registrant advised its former certifying accountants, Tinter ScheifleyTang, LLC, of Dillon, Colorado 80435 that it would not renew the firm?s engagement as the Registrant?s certifying accountant for the fiscal year ended December 31, 2008, and that Registrant would be retaining a new independent certifying accountant to audit its financial statements for the period ended December 31, 2008. In accordance with Item 304(a)(1) of Regulation S-K of the SEC, the Company is providing the following information: 1. The former accountant, Tinter Scheifley Tang, LLC, was notified that it would be dismissed as the Company?s certifying accountants by letter dated April 9, 2009. 2. The former principal accountant?s reports on the financial Statements of the Company for the last two fiscal years ending December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope, or accounting principles. The former auditors expressed uncertainty in their audit reports for the years ended December 31, 2006 and 2007 regarding our ability to continue as a going concern due to our continued losses and lack of capital. 3. The decision to change accountants was recommended and approved by the Board of Directors of the Company. 4. There were no disagreements with the former accountants, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant?s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report, and no such disagreements have ever been communicated to the Company. 5. There were no events as described in Item 304(a)(1)(v) of Regulation SK that occurred within the two fiscal years of the Registrant ending December 31, 2006 and 2007 or any subsequent interim period. (b). Engagement of New Independent Accountant. On March 31, 2009, the Registrant engaged Rosenberg, Rich, Baker Berman & Company of Bridgewater, New Jersey (?Rosenberg Rich?) as its certifying accountants to audit its financial statements for the fiscal year ended December 31, 2008, to review its interim financial statements for the fiscal year ending December 31, 2009 and to audit its financial statements for the fiscal year ended December 31, 2009. Rosenberg Rich, is a registered accounting firm with the Public Company Accounting Oversight Board with its principal offices located in New Jersey. We have confirmed that the audit partner of Rosenberg Rich assigned to manage the audit of the Company is admitted to practice both in New York, where our principal subsidiary, Environmental Testing Laboratories, Inc., operates, and in Florida, where the principal offices of the Company are located. The Registrant has not consulted Rosenberg Rich regarding: 1. The application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant?s financial statements, and no written or oral advice was provided that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or 2. Any matter that was the subject of a disagreement (as described in Item 304(a)(i)(iv) of Regulation SK or a reportable event (as described in Item 304(a)(1)(v) of regulation SK. Although no items of disagreement as defined in paragraph (a)(1)(iv) of Item 3.04 of Regulation S-B exist or have been raised by the former accountants, the Registrant has provided a copy of this report and the disclosures it is making in response to Item 3.04(a) to the former accountants and requested the former accountants to furnish a letter addressed to the Commission within ten business days stating whether it agrees with the statements made in this report by Registrant, and, if not, stating the respects in which it does not agree. The Registrant requested Rosenberg Rich to review the disclosures contained herein prior to the filing of this report, and has provided them with the opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrants? expression of its views, or the respects in which it does agree with the statements made by the Registrant in response to Item 304(a) of Regulation SK set forth above. No such letter has been or will be provided. Item 9.01 Financial Statements and Exhibits. None SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereto duly authorized. Paradise Music & Entertainment, Inc. Date: April 9, 2009 By: /s/ Boris Rubizhevsky Name: Boris Rubizhevsky President and Chief Executive Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2007

PARADISE MUSIC & ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-12635 (Commission File Number) 13-3906452 (IRS Employer Identification No.)

	2637 East Atlantic Boulevard, #133,
	Pompano Beach, Florida			33062
	(Address of Principal Executive			(Zip Code)
	Offices)

Registrant’s telephone number, including area code 888-565-3259

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

Sale of Inactive Subsidiaries. On November 26, 2007, Paradise Music & Entertainment, Inc. (“we” or the “Company”) reported in a Current Report on form 8-K that we had entered into a stock purchase agreement with FSR, Inc., a Colorado corporation (“FSR”), pursuant to which we agreed to sell to FSR 100% of each of our subsidiaries identified below (the “Inactive Subsidiaries”). On December 17, 2007, we consummated the stock purchase agreement and completed the sale of the Inactive Subsidiaries. None of the Inactive Subsidiaries have conducted operations since 2002 or, in the case of certain of the Inactive Subsidiaries, earlier than 2002. The Inactive Subsidiaries are:

Iball Media, Inc. a Delaware Corporation, formerly IB Acquisition Corp.; All Access Entertainment Management Group, Inc., a New York Corporation; Shelter Films, Inc., a Delaware Corporation; Straw Dogs, Inc., a Delaware Corporation, formerly Straw Dogs Acquisition Corp.; PUSH Records, Inc., a Delaware Corporation; PDSE Records, Inc., a Delaware Corporation, d/b/a Label M and d/b/a Mesa/Blue; and PDSE Digital, Inc., a Delaware Corporation, formerly Paradise Digital Productions, Inc.

Although the Inactive Subsidiaries have not conducted operations since 2002 or earlier, the liabilities of the Inactive Subsidiaries have been reflected on our balance sheet since our acquisition of the Inactive Subsidiaries, as our financial statements have been consolidated with those of the Inactive Subsidiaries. Each of the Inactive Subsidiaries has liabilities that exceed its assets and, accordingly, has a negative net worth. The total price for the sale of all of the Inactive Subsidiaries was $1.00. Kelly T. Hickel, formerly the Chief Executive Officer and a director of the Company and currently a consultant to the Company, is an officer and a director of FSR.

SIGNATURES

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

	PARADISE MUSIC & ENTERTAINMENT, INC.
Date: December 20, 2007	By:	/s/ Richard P. Rifenburgh
		Name:	Richard P. Rifenburgh
		Chairman and President

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