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): October 16, 2009
PARADISE
MUSIC & ENTERTAINMENT, INC.
(Exact
name of registrant as specified in charter)
Delaware 1-12635
01-3906452
(State
or
other (Commission
File
Number) (I.R.S.
Employer Jurisdiction of
Formation) Identification
No.)
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
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))
Section
8 – Other Events.
Item
8.01 Other Events.
|
a.
|
Re-establishment
of company’s historic entertainment
business.
|
At
a meeting held on October 16, 2009, the Board of Directors of Paradise Music
& Entertainment, Inc. (the “Company”) approved a plan to re-establish the
Company’s former business of providing entertainment services. The approved plan
includes renaming one of the corporation’s subsidiaries as Paradise
Entertainment Group. That subsidiary will be headed by Winston (Buzz)Willis as
its CEO. Under Mr. Willis’ leadership, the company will participate in booking,
sponsoring and managing entertainers and venues. The Company and Mr. Willis have
extensive experience and accomplishments in this space and are pleased to return
to the company’s roots under his direction. The Company has become aware of
opportunities that may be available to it and asked Mr. 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). At Phillips,
Buzz was instrumental in the acquisition of the Mercury and Verve labels. A true
trailblazer, 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
of the shares of the Company’s operating subsidiary to its
shareholders.
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) 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.
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.
By:
/s/ Richard P. Rifenburgh
--------------------------------
Name:
Richard P. Rifenburgh
Chairman