As filed with the Securities and Exchange Commission on February 25, 2002
                                                Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

        Delaware                                       13-3906452
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                               53 West 23rd Street
                            New York, New York 10010
                                 (212) 590-2100
          (Address of principal executive offices, including zip code)

   PARADISE MUSIC & ENTERTAINMENT, INC. 2002 EMPLOYEE STOCK COMPENSATION PLAN

                            (Full title of the plan)

                                 Kelly T. Hickel
                             Chief Executive Officer
                      Paradise Music & Entertainment, Inc.
                               53 West 23rd Street
                            New York, New York 10010
                     (Name and address of agent for service)

                                 (212) 590-2100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Walter M. Epstein, Esq.
                               Davis & Gilbert LLP
                                  1740 Broadway
                            New York, New York 10019
                                 (212) 468-4911

<TABLE>
<CAPTION>
                         Calculation of Registration Fee

============================== ================= ================== ================== =================
  Title of securities to be      Amount to be    Proposed maximum   Proposed maximum      Amount of
         registered              registered(1)       offering      aggregate offering  registration fee
                                                 price per share(2)     price(2)
------------------------------ ----------------- ------------------ ------------------ -----------------
<S>                            <C>                     <C>              <C>                 <C>
  Common Stock that may be     5,000,000 shares        $0.08            $400,000            $36.80
      issued under the
 Registrant's 2002 Employee
   Stock Compensation Plan
============================== ================= ================== ================== =================
</TABLE>

(1)  The number of shares of Common Stock being registered consists of shares
     reserved for issuance pursuant to the Registrant's 2002 Employee Stock
     Compensation Plan.

<PAGE>

(2)  Estimated solely for the purpose of calculating the registration fee. The
     registration fee has been calculated in accordance with Rule 457(c), based
     on the average of the high and low sales prices of the Registrant's Common
     stock on February 19, 2002, as reported on the OTC Bulletin Board, which
     was $0.08.
--------------------------------------------

         In accordance with the provisions of Rule 462 promulgated under the
     Securities Act, this registration statement will become effective upon
     filing with the Securities and Exchange Commission.

         In addition, pursuant to Rule 416 under the Securities Act, this
     registration statement also covers additional securities to be offered or
     issued in connection with terms that provide for a change in the amount of
     securities being offered or issued to prevent dilution resulting from stock
     splits, dividends or similar transactions.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Paradise Music & Entertainment,
Inc. 2002 Employee Stock Compensation Plan (the "Plan"), as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), such documents are not required to be filed with
the Commission as part of this Registration Statement. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of section 10(a) of the Act.


Item 2.  Registrant Information and Employee Plan Annual Information

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the section 10(a) prospectus), other documents
required to be delivered to eligible employees, consultants and directors
pursuant to Rule 428(b) or additional information about the Plan are available
without charge by contacting:

                      Kelly T. Hickel
                      President and Chief Executive Officer
                      Paradise Music & Entertainment, Inc.
                      53 West 23rd Street
                      New York, New York 10010
                      (212) 590-2100


<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Commission are incorporated into
this Registration Statement by reference:

         (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, filed with the Commission on April 2, 2001;

         (b) The Registrant's Notification of Late Filing on Form 12b-25, filed
May 16, 2001;

         (c) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2001 filed with the Commission on May 21, 2001;

         (d) The Registrant's Notification of Late Filing on Form 12b-25, filed
August 14, 2001;

         (e) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2001, filed with the Commission on August 20, 2001;

         (f) The Registrant's Notification of Late Filing on Form 12b-25, filed
November 14, 2001;

         (g) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001, filed with the Commission on November 19, 2001;

         (h) The Registrant's Amended Quarterly Report on Form 10-QSB/A for the
quarter ended September 30, 2001, filed with the Commission on November 20,
2001;

         (i) The Registrant's Amended Current Report on Form 8-K/A, filed with
the Commission on August 29, 2001;

         (j) The Registrant's Current Report on Form 8-K, filed with the
Commission on June 21, 2001;

         (k) The Registrant's Current Report on Form 8-K, filed with the
Commission on February 14, 2001;

         (l) The Registrant's Amended Current Report on Form 8-K/A, filed with
the Commission on January 18, 2001; and

         (m) The description of the Registrant's common stock, par value $.01
per share, contained in the Registrant's Registration Statement on Form 8-A,
filed with the Commission on January 9, 1997, including any amendments or
reports filed for the purpose of updating such description.

         All reports and other documents filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of each such report or other document.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


<PAGE>


Item 6.  Indemnification of Directors and Officers

           Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Registrant has broad powers to indemnify its directors, officers
and other employees. This section (i) provides that the provisions of the DGCL
relating to the statutory indemnification and advancement of expenses are not
exclusive, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled, (ii) establishes
procedures for indemnification and advancement of expenses that may be contained
in the certificate of incorporation or by-laws, or, when authorized by either of
the foregoing, set forth in a resolution of the stockholders or directors or an
agreement providing for indemnification and advancement of expenses, (iii)
applies a single standard for statutory indemnification for third-party and
derivative suits by providing that indemnification is available if the director
or officer acted in good faith, for a purpose which he reasonably believed to be
in the best interests of the corporation, and, in criminal actions, had no
reasonable cause to believe that his conduct was unlawful, and (iv) permits the
advancement of litigation expenses upon receipt of an undertaking to repay such
advance if the director or officer is ultimately determined not to be entitled
to indemnification or to the extent the expenses advanced exceed the
indemnification to which the director or officer is entitled. Section 145(g) of
the DGCL permits the purchase of insurance to indemnify a corporation or its
officers and directors to the extent permitted.

           As permitted by Section 145(e) of the DGCL, the Registrant's By-laws
provide that the Registrant shall indemnify its officers and directors, as such,
if they acted in good faith and in a manner reasonably believed to be in the
best interests of the Registrant, and that expenses reasonably incurred by any
such officer or director in connection with a threatened or actual action or
proceeding shall be advanced or promptly reimbursed by the Registrant in advance
of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such amount if
and to the extent that it is ultimately determined that such officer or director
is not entitled to indemnification.

           Article Seventh of the Registrant's certificate of incorporation
provides that no director of the Registrant shall be held personally liable to
the Registrant or its stockholders for damage for any breach of duty in his
capacity as a director unless a judgment or other final adjudication adverse to
him establishes that (1) he breached his duty of loyalty to the Registrant or
its stockholders, or (2) his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, or (3) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled, or (4) his acts violated Section 174 of the DGCL.

           The Registrant's By-Laws provide that the Registrant will indemnify
its directors, officers and employees against judgments, fines, amounts paid in
settlement and reasonable expenses.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

4.1      The Paradise Music & Entertainment, Inc. 2002 Employee Stock
         Compensation Plan, filed herewith.

5.1      Opinion of Davis & Gilbert LLP, filed herewith.

23.1     Consent of Rothstein, Kass & Company, P.C., filed herewith.

23.2     Consent of Davis & Gilbert LLP (contained in the opinion filed as
         Exhibit 5).

24       Powers of Attorney (included on signature page).
--------------

<PAGE>


Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which it offers or sell securities, a
post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by section 10(a)(3) of
          the Securities Act of 1933, as amended (the "Securities Act");

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement; and

                  (iii) to include any additional or changed material
         information with respect to the plan of distribution not previously
         disclosed in the Registration Statement or any material change to such
         information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required in a post-effective amendment is incorporated by reference
from periodic reports filed with the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act.

         (2) That, for the purpose of determining any liability under the
Securities Act, the undersigned will treat each such post-effective amendment as
a new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering thereof.

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant, pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether or not
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York in the State of
New York on February 21, 2002.

                                     PARADISE MUSIC & ENTERTAINMENT, INC.


                                     By:  /s/ Kelly T. Kickel
                                        ----------------------------------------
                                        Kelly T. Hickel, Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each whose signature appears below
hereby severally constitutes and appoints Kelly Hickel and Richard Rifenburgh
and each of them, his true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

Signature                          Title                            Date

/s/ Kelly T. Hickel                                            February 21, 2002
---------------------------        Chief Executive Officer,
Kelly T. Hickel                    Chairman of the Board
                                   (Principal Executive Officer),
                                   Chief Financial Officer
                                   (Principal Financial Officer)
                                   and Director

/s/ Philip Ablove                                              February 21, 2002
---------------------------
Philip Ablove                      Director

/s/ Richard Rifenburgh                                         February 21, 2002
---------------------------
Richard Rifenburgh                 Director
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As filed with the Securities and Exchange Commission on February 25, 2002
                                                Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

        Delaware                                       13-3906452
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                               53 West 23rd Street
                            New York, New York 10010
                                 (212) 590-2100
          (Address of principal executive offices, including zip code)

   PARADISE MUSIC & ENTERTAINMENT, INC. 2002 EMPLOYEE STOCK COMPENSATION PLAN

                            (Full title of the plan)

                                 Kelly T. Hickel
                             Chief Executive Officer
                      Paradise Music & Entertainment, Inc.
                               53 West 23rd Street
                            New York, New York 10010
                     (Name and address of agent for service)

                                 (212) 590-2100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Walter M. Epstein, Esq.
                               Davis & Gilbert LLP
                                  1740 Broadway
                            New York, New York 10019
                                 (212) 468-4911
Calculation of Registration Fee

============================== ================= ================== ================== =================
  Title of securities to be      Amount to be    Proposed maximum   Proposed maximum      Amount of
         registered              registered(1)       offering      aggregate offering  registration fee
                                                 price per share(2)     price(2)
------------------------------ ----------------- ------------------ ------------------ -----------------
Common Stock that may be     5,000,000 shares        $0.08            $400,000            $36.80
      issued under the
 Registrant's 2002 Employee
   Stock Compensation Plan
============================== ================= ================== ================== =================
(1)  The number of shares of Common Stock being registered consists of shares
     reserved for issuance pursuant to the Registrant's 2002 Employee Stock
     Compensation Plan.
(2)  Estimated solely for the purpose of calculating the registration fee. The
     registration fee has been calculated in accordance with Rule 457(c), based
     on the average of the high and low sales prices of the Registrant's Common
     stock on February 19, 2002, as reported on the OTC Bulletin Board, which
     was $0.08.
--------------------------------------------

         In accordance with the provisions of Rule 462 promulgated under the
     Securities Act, this registration statement will become effective upon
     filing with the Securities and Exchange Commission.

         In addition, pursuant to Rule 416 under the Securities Act, this
     registration statement also covers additional securities to be offered or
     issued in connection with terms that provide for a change in the amount of
     securities being offered or issued to prevent dilution resulting from stock
     splits, dividends or similar transactions.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Paradise Music & Entertainment,
Inc. 2002 Employee Stock Compensation Plan (the "Plan"), as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), such documents are not required to be filed with
the Commission as part of this Registration Statement. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of section 10(a) of the Act.

Item 2.  Registrant Information and Employee Plan Annual Information

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the section 10(a) prospectus), other documents
required to be delivered to eligible employees, consultants and directors
pursuant to Rule 428(b) or additional information about the Plan are available
without charge by contacting:

                      Kelly T. Hickel
                      President and Chief Executive Officer
                      Paradise Music & Entertainment, Inc.
                      53 West 23rd Street
                      New York, New York 10010
                      (212) 590-2100
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Commission are incorporated into
this Registration Statement by reference:

         (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, filed with the Commission on April 2, 2001;

         (b) The Registrant's Notification of Late Filing on Form 12b-25, filed
May 16, 2001;

         (c) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2001 filed with the Commission on May 21, 2001;

         (d) The Registrant's Notification of Late Filing on Form 12b-25, filed
August 14, 2001;

         (e) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2001, filed with the Commission on August 20, 2001;

         (f) The Registrant's Notification of Late Filing on Form 12b-25, filed
November 14, 2001;

         (g) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001, filed with the Commission on November 19, 2001;

         (h) The Registrant's Amended Quarterly Report on Form 10-QSB/A for the
quarter ended September 30, 2001, filed with the Commission on November 20,
2001;

         (i) The Registrant's Amended Current Report on Form 8-K/A, filed with
the Commission on August 29, 2001;

         (j) The Registrant's Current Report on Form 8-K, filed with the
Commission on June 21, 2001;

         (k) The Registrant's Current Report on Form 8-K, filed with the
Commission on February 14, 2001;

         (l) The Registrant's Amended Current Report on Form 8-K/A, filed with
the Commission on January 18, 2001; and

         (m) The description of the Registrant's common stock, par value $.01
per share, contained in the Registrant's Registration Statement on Form 8-A,
filed with the Commission on January 9, 1997, including any amendments or
reports filed for the purpose of updating such description.

         All reports and other documents filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of each such report or other document.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.
Item 6.  Indemnification of Directors and Officers

           Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Registrant has broad powers to indemnify its directors, officers
and other employees. This section (i) provides that the provisions of the DGCL
relating to the statutory indemnification and advancement of expenses are not
exclusive, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled, (ii) establishes
procedures for indemnification and advancement of expenses that may be contained
in the certificate of incorporation or by-laws, or, when authorized by either of
the foregoing, set forth in a resolution of the stockholders or directors or an
agreement providing for indemnification and advancement of expenses, (iii)
applies a single standard for statutory indemnification for third-party and
derivative suits by providing that indemnification is available if the director
or officer acted in good faith, for a purpose which he reasonably believed to be
in the best interests of the corporation, and, in criminal actions, had no
reasonable cause to believe that his conduct was unlawful, and (iv) permits the
advancement of litigation expenses upon receipt of an undertaking to repay such
advance if the director or officer is ultimately determined not to be entitled
to indemnification or to the extent the expenses advanced exceed the
indemnification to which the director or officer is entitled. Section 145(g) of
the DGCL permits the purchase of insurance to indemnify a corporation or its
officers and directors to the extent permitted.

           As permitted by Section 145(e) of the DGCL, the Registrant's By-laws
provide that the Registrant shall indemnify its officers and directors, as such,
if they acted in good faith and in a manner reasonably believed to be in the
best interests of the Registrant, and that expenses reasonably incurred by any
such officer or director in connection with a threatened or actual action or
proceeding shall be advanced or promptly reimbursed by the Registrant in advance
of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such amount if
and to the extent that it is ultimately determined that such officer or director
is not entitled to indemnification.

           Article Seventh of the Registrant's certificate of incorporation
provides that no director of the Registrant shall be held personally liable to
the Registrant or its stockholders for damage for any breach of duty in his
capacity as a director unless a judgment or other final adjudication adverse to
him establishes that (1) he breached his duty of loyalty to the Registrant or
its stockholders, or (2) his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, or (3) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled, or (4) his acts violated Section 174 of the DGCL.

           The Registrant's By-Laws provide that the Registrant will indemnify
its directors, officers and employees against judgments, fines, amounts paid in
settlement and reasonable expenses.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

4.1      The Paradise Music & Entertainment, Inc. 2002 Employee Stock
         Compensation Plan, filed herewith.

5.1      Opinion of Davis & Gilbert LLP, filed herewith.

23.1     Consent of Rothstein, Kass & Company, P.C., filed herewith.

23.2     Consent of Davis & Gilbert LLP (contained in the opinion filed as
         Exhibit 5).

24       Powers of Attorney (included on signature page).
--------------
Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which it offers or sell securities, a
post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by section 10(a)(3) of
          the Securities Act of 1933, as amended (the "Securities Act");

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement; and

                  (iii) to include any additional or changed material
         information with respect to the plan of distribution not previously
         disclosed in the Registration Statement or any material change to such
         information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required in a post-effective amendment is incorporated by reference
from periodic reports filed with the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act.

         (2) That, for the purpose of determining any liability under the
Securities Act, the undersigned will treat each such post-effective amendment as
a new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering thereof.

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant, pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether or not
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York in the State of
New York on February 21, 2002.

                                     PARADISE MUSIC & ENTERTAINMENT, INC.

                                     By:  /s/ Kelly T. Kickel
                                        ----------------------------------------
                                        Kelly T. Hickel, Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each whose signature appears below
hereby severally constitutes and appoints Kelly Hickel and Richard Rifenburgh
and each of them, his true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

Signature                          Title                            Date

/s/ Kelly T. Hickel                                            February 21, 2002
---------------------------        Chief Executive Officer,
Kelly T. Hickel                    Chairman of the Board
                                   (Principal Executive Officer),
                                   Chief Financial Officer
                                   (Principal Financial Officer)
                                   and Director

/s/ Philip Ablove                                              February 21, 2002
---------------------------
Philip Ablove                      Director

/s/ Richard Rifenburgh                                         February 21, 2002
---------------------------
Richard Rifenburgh                 Director