UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PARADISE MUSIC & ENTERTAINMENT, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
699071106
--------------------------------------------------------------------------------
(CUSIP Number)
March 8, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 699071106
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. Of Above Persons (entities only): Michael A.
Roth and Brian J. Stark (filing as joint filers pursuant to Rule 13d-1(k))
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)______ (b)_______
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned by 5. Sole Voting Power 872,959*
Each Reporting Person With:
6. Shared Voting Power -0-
7. Sole Dispositive Power 872,959*
8. Shared Dispositive Power -0-
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 872,959*
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): N/A
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9): 9.9%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* BayStar Capital, L.P. ("BayStar"), a Delaware limited partnership, is the
holder of a convertible note which may be converted at any time in Baystar's
discretion into the lesser of (i) 842,105 shares of Paradise Music &
Entertainment, Inc. (the "Issuer") common stock (the "Common Stock") or (ii)
calculated together with its "affiliates" as defined in Rule 144, 9.99% of the
issued and outstanding Common Stock. BayStar International, Ltd.
("International"), a corporation organized as a limited company under the laws
of the British Virgin Islands, is the holder of a convertible note which may be
converted at any time in International's discretion into the lesser of (i)
421,053 shares of Common stock or (ii) calculated together with its "affiliates"
as defined in Rule 144, 9.99% of the issued and outstanding Common Stock. Based
on information provided in the Issuer's Form 10-QSB for the quarter ended March
31, 2000, there were 7,874,112 shares of Common Stock issued and outstanding as
of May 2, 2000. Therefore, for the purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, Michael A. Roth and Brian J. Stark, in their capacity as
the sole members of Northbay Partners, LLC, a Wisconsin limited liability
company, which serves as both the managing member of (i) BayStar Management,
LLC, the general partner of BayStar and (ii) BayStar International Management,
LLC, the investment manager of International, beneficially own and possesses
sole voting and dispositive power over all 872,959 shares of Common Stock which
represents 9.9% of the Issuer's issued and outstanding Common Stock.
--------------------------------------------------------------------------------
<PAGE>
Item 1.
(a) Name Of Issuer: Paradise Music & Entertainment, Inc.
--------------------------------------------------------------------------------
(b) Address of Issuer's Principal Executive Offices: 53 West 23rd Street, New
York, New York 10010
--------------------------------------------------------------------------------
Item 2.
(a) Name of Person Filing: Michael A. Roth and Brian J. Stark
--------------------------------------------------------------------------------
(b) Address of Principal Business Office or, if none, Residence: 1500 West
Market Street, Suite 200, Mequon, WI 53092
--------------------------------------------------------------------------------
(c) Citizenship: United States
--------------------------------------------------------------------------------
(d) Title of Class of Securities: Common Stock
--------------------------------------------------------------------------------
(e) CUSIP Number: 699071106
--------------------------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Sections 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
<PAGE>
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned (as of May 10, 2000): 872,959
(b) Percent of Class (as of March 8, 2000): 9.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 872,959
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
872,959
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
<PAGE>
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification.
By signing below, we certify that, to the best of our knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
June 12, 2000
___________________________
Date
/s/Michael A. Roth
___________________________
Michael A. Roth
/s/Brian J. Stark
___________________________
Brian J. Stark
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated: June 12, 2000
The undersigned hereby agree that the Schedule 13G with respect to Paradise
Music & Entertainment, Inc., dated as of the date hereof, is filed on behalf of
each of the undersigned jointly pursuant to Rule 13d-1(k).
/s/Michael A. Roth
___________________________
Michael A. Roth
/s/Brian J. Stark
___________________________
Brian J. Stark
