UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                               FORM 10-KSB
                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended December 31, 2002
                         Commission File No. 0-3026

                                PARADISE, INC.
                           INCORPORATED IN FLORIDA
                      IRS IDENTIFICATION NO.  59-1007583

                   1200 DR. MARTIN LUTHER KING, JR., BLVD.
                          PLANT CITY, FLORIDA  33566
                        TELEPHONE NO.  (813) 752-1155

Securities Registered Under Section 12 (b) of the Exchange Act:

            None

Securities Registered Under Section 12 (g) of the Exchange Act:

                                                      Name of Each Exchange
            Title of Each Class                        On Which Registered
            -------------------                        -------------------

               Common Stock,
                $.30 Par Value                               None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  x    No
                                        ---      ---

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  Yes  x   No
                                                  ---     ---

Issuer's revenues for its most recent fiscal year:             $ 23,117,490

State the aggregate market value of the voting stock held by non-affiliates
of the registrant, $4,946,550 (as of January 31, 2003, bid price $17.50)

   Class                                  Outstanding at December 31, 2002
-----------                               --------------------------------

Common Stock,
 $.30 Par Value                                    519,350 Shares

PARADISE, INC.
==============

2002 FORM 10-KSB ANNUAL REPORT
                                 TABLE OF CONTENTS
                                 -----------------

                                       PART I
                                      --------

Item 1.     Description of Business                                 I-1 - I-4

Item 2.     Description of Property                                 I-4 - I-5

Item 3.     Legal Proceedings                                             I-5

Item 4.     Submission of Matters to a Vote of
             Security Holders                                             I-5


                                      PART II
                                     ---------

Item 5.     Market for Common Equity and
             Related Stockholder Matters                          II-1 - II-2

Item 6.     Management's Discussion and Analysis or
             Plan of Operation                                    II-3 - II-7

Item 7.     Financial Statements                                 II-8 - II-30

Item 8.     Changes In and Disagreements with Accountants
             On Accounting and Financial Disclosure                     II-31


                                      PART III
                                     ----------

Item 9.     Directors, Executive Officers, Promoters and
             Control Persons, Compliance with Section 16(a) of
             The Exchange Act                                   III-1 - III-2

Item 10.    Executive Compensation                              III-2 - III-4

Item 11.    Security Ownership of Certain Beneficial Owners
             And Management                                     III-4 - III-5

Item 12.    Certain Relationships and Related Transactions              III-6

Item 13.    Exhibits and Reports on Form 8-K                    III-6 - III-7

Item 14.    Controls and Procedures                                     III-7

            SIGNATURES

            CERTIFICATIONS


PART I

Item 1.     Description of Business
            -----------------------

(a) Business Development
    --------------------

    Paradise, Inc., was incorporated under the laws of the State of Florida
    in September, 1961 as Canaveral Utilities and Development Corporation.
    After the acquisition and merger of several other assets, the Corporation
    was renamed Paradise Fruit Company, Inc. in February, 1964, and the
    corporate name was changed again to Paradise, Inc. during July, 1993.
    There have been no bankruptcies, receiverships, or similar proceedings
    during the corporation's history. There have been no material
    reclassifications, mergers, consolidations, purchases or sales of a
    significant amount of assets not in the ordinary course of business
    during the past three years.

(b) The Company's operations are conducted through two business segments.
    These segments, and the primary operations of each, are as follows:

  BUSINESS SEGMENT                           OPERATION
  ------------------                    --------------------

   Candied Fruit                   Production of candied fruit, a basic
                                   fruitcake ingredient, sold to
                                   manufacturing bakers, institutional users,
                                   and retailers for use in home baking.
                                   Also, during some years, the processing of
                                   frozen strawberry products for sale to
                                   commercial and institutional users such as
                                   preservers, dairies, drink manufacturers,
                                   etc.

   Molded Plastics                 Production of plastic containers for the
                                   Company's products and other molded
                                   plastics for sale to unaffiliated
                                   customers.

    For further segment information, refer to Note 12 in Part II, Item 7 of
    this Annual Report.

    The Company knows of no other manufacturer in the Western Hemisphere
    whose sales of glace' (candied) fruit is equal to those of Paradise, Inc.
    While there are no industry statistics published, from the generally
    reliable sources available, management believes that Company brands
    account for a large majority of all candied fruit sold in supermarkets
    and other grocery outlets in the USA.

    In terms of candied fruit dollar sales, during 2002, approximately 20%
    were shipped to manufacturing bakers and other institutional users, with
    the balance being sold through supermarkets and other retail outlets for
    ultimate use in the home.


                                      I-1


Item 1. Description of Business (Continued)

    Sales to retail outlets are usually generated through registered food
    brokers operating in exclusively franchised territories.  This method of
    distribution is widely accepted in the food industry because of its
    efficiency and economy.  Other fruit sales, and almost all plastics
    sales, are made directly by the Company's own personnel.

    The principal raw materials used by the Company are fruits, fruit peels,
    corn syrups  and plastic resins.  Most of these materials are readily
    accessible from a number of competitive suppliers.  The supply and prices
    may fluctuate with growing and crop conditions, factors common to all
    agricultural products.  Feed stocks for some plastic resins are petroleum
    related and may be subject to supply and demand fluctuations in this
    market.

    The trademarks "Paradise", "Dixie", "Mor-Fruit" and "Sun-Ripe" are
    registered with the appropriate Federal and State authorities for use on
    the Company's candied fruit. These registrations are kept current, as
    required, and have a value in terms of customer recognition.  The Company
    is also licensed to use the trademarks "White Swan", "Queen Anne", "Palm
    Beach", "Golden Crown", and "Pennant" in the sale of candied fruit.

    The demand for fruit cake materials is highly seasonal, with over 84% of
    sales in these items occurring during the months of September, October
    and November.  However, in order to meet delivery requirements during
    this relatively short period, the Company must process candied fruit and
    peels for approximately ten months during the year.  Also, the Company
    must acquire the fruits used as raw materials during their seasonal
    growing periods.  These factors result in large inventories, which
    require financing to meet relatively large short-term working capital
    needs.

    During 1993, and through another wholly owned subsidiary, the Company
    launched an enterprise for the growing and selling of strawberries, both
    fresh and frozen.  Plant City, Florida, the location of the Company's
    manufacturing facilities and main office, styles itself as the "The
    Winter Strawberry Capital" because of the relatively large volume of
    fruit that is grown and harvested locally, mostly from December through
    April of each season.  However, once competing fresh berries from the
    West Coast of the USA begin finding their way to market, the price of
    Florida fruit begins to diminish, and local growers had no other market
    for their product.

    While there are significant freight cost advantages in the sale and
    marketing of local strawberries to customers in the eastern U.S., growers
    and producers on the West Coast, from southern California to Washington
    state, still dominate pricing and marketing conditions.  The Company
    estimates more than 90% of total U.S. strawberry production is located in
    this area.


                                      I-2


Item 1. Description of Business (Continued)

    Therefore, Paradise, Inc. limits its activities in this market to years
    in which basic supply and demand statistics, such as West Coast harvest
    predictions and frozen strawberry prior year inventory carryovers, lead
    to a reasonable anticipation of profitability.  During 2002, Paradise,
    Inc. entered into an agreement with a national company to produce various
    types of frozen strawberry products.

    In the plastics molding segment of business, sales to unaffiliated
    customers continue to strengthen.  This trend began several years ago
    when management shifted its focus from the sale of high volume, low
    profit "generics" to higher technology value added custom applications.

    Some molded plastics container demand is seasonal, by virtue of the fact
    that a substantial portion of sales are made to packers of food items and
    horticultural interests, with well defined growing and/or harvest
    seasons.

    In the opinion of management, the seasonal nature of some plastics sales
    does not have a significant impact upon the working capital requirements
    of the Company.

    During the first several months of the year, the Company contracts with
    certain commercial bakers for future delivery of quantities representing
    a substantial portion of the sales of fruit cake materials to
    institutional users.  Deliveries against these contracts are completed
    prior to the close of the fiscal year ending December 31.

    Many of the commercial bakers and other institutional accounts face the
    same seasonal demands as the Company, and must contend with similar
    short-term working capital needs.  The Company accommodates some of these
    customers with extended payment terms of up to ninety days.

    By the same token, many suppliers offer similar extended payment terms to
    the Company.

    It is a trade practice to allow some supermarket chains to return
    unopened cases of candied fruit products that remain unsold at year-end,
    an option for which they normally pay a premium.  A provision for the
    estimated losses on retail returns is included in the Company's financial
    statements, for the year during which the sales are made, under accrued
    expenses.

    With the continuing acquisitions, mergers and other consolidations in the
    supermarket industry, there is increasing concentration of candied fruit
    buying activity.  During 2002, the Company derived nearly 15% of its
    consolidated revenues from affiliated companies Wal-Mart Stores, Inc. and
    Sam's Club.  These customers are not affiliated with Paradise, Inc. in
    any way, and have exclusive use of a Paradise-owned controlled brand.  In
    addition, plastics sales to Aqua Cal, Inc. accounted for 11% of the
    Company's consolidated revenues.  The loss of any of these customers
    would have a material adverse effect on operating earnings.


                                      I-3


Item 1. Description of Business (Continued)

    While there is no industry-wide data available, management estimates that
    the Company sold approximately 60-70% of all candied fruits and peels
    consumed in the U.S. during 2002.  The Company knows of two major
    competitors; however, it estimates that none of these has as large a
    share of the market as the Company's.

    The molded plastics industry is very large and diverse, and management
    has no reasonable estimate of its total size.  Many products produced by
    the Company are materials for its own use in the packaging of candied
    fruits for sale at the retail level. Outside sales represent
    approximately 70% of the Company's total plastics production at cost,
    and, in terms of the overall market, are insignificant.

    In the above business segments, it is the opinion of management that
    price, which is to include the cost of delivery, is the largest single
    competitive factor, followed by product quality and customer service.

    Given the above competitive criteria, it is the opinion of management,
    that the Company is in a favorable position.

    During recent years, the Company has made capital investments of over
    $1 million in order to comply with the growing body of environmental
    regulations.  These have included the building of screening and
    pretreatment facilities for water effluent, the redesign and rebuilding
    of one processing department in order to improve the control of the
    quality of air emissions, and removing underground fuel storage tanks to
    approved above ground locations.  All of these facilities are permitted
    by governmental authorities at various levels, and are subjected to
    periodic testing as a condition of permit maintenance and renewal.  All
    required permitting is currently in effect, and the Company is in full
    compliance with all terms and conditions stated therein.

    By local ordinance, it is required that all water effluent is metered,
    tested and discharged into a municipal industrial waste treatment plant.
    During 2002, costs for this discharge exceeded $300,000, and management
    estimates that all expenses directly related to compliance with
    environmental regulations total well over $400,000 annually, which
    includes costs for permits, third party inspections and depreciation of
    installations.

    The Company employs between 140 and 275 people, depending upon the
    season.

    The Company conducts operations principally within the United States.
    Foreign activities are not material.

Item 2. Description of Property

(a) Built in 1961, the plant is located in a modern industrial subdivision at
    Plant City, Florida, approximately 20 miles east of the City of Tampa.
    It is served by three railroad sidings, and has paved road access to
    three major state and national highways.  It has production and warehouse
    facilities of nearly 350,000 sq. ft.


                                      I-4


Item 2. Description of Property (Continued)

    During 1985, the Company acquired approximately 5.2 acres immediately
    adjacent to, and to the west of, its main plant building.  Several
    buildings and a truck weight scale existed on the property.  Some of
    these facilities have been significantly updated, remodeled, and/or
    rebuilt and are used for the strawberry processing and some plastics
    molding operations.  Other facilities, in excess of the Company's current
    needs, are leased to others.

    The Company owns its plant facilities and other properties subject to a
    secured note and real estate mortgages.

    Because of the unique processing methods employed for candied fruit, much
    of the equipment used by the Company is designed, built and assembled by
    the Company's employees.  The Company considers its plant one of the most
    modern, automated plants in the industry.  The equipment consists of
    vats, dehydrators, tanks, giant evaporators, carbon filter presses, syrup
    pumps and other scientifically designed processing equipment.  Finished
    retail packages are stored in air-conditioned warehouses, if required.

    Regarding molded plastic manufacturing, most equipment is normally
    available from a number of competitive sources.  The molds used for
    specialized plastic products must be individually designed and
    manufactured, requiring substantial investment, and are considered
    proprietary.

Item 3. Legal Proceedings

        None

Item 4. Submission of Matters to a Vote of Security Holders

        None


                                      I-5


PART II

Item 5. Market for Common Equity and Related Stockholder Matters

  On August 22, 1997 the Securities and Exchange Commission issued new
  listing requirements for companies listed on the NASDAQ Small Cap Market.
  The new requirements became effective on February 23, 1998.  As of March
  2003, the Company had not met the listing criteria.

 (a) The following table shows the range of closing bid prices for the
     Company's Common Stock in the over-the-counter market for the calendar
     quarters indicated.  The quotations represent prices in the over-the-
     counter market between dealers in securities, do not include retail
     mark-up, mark-down, or commissions and do not necessarily represent
     actual transactions.

                                              BID PRICES
                                            High       Low
                                           ------     ------
                   2002

                First Quarter               18.50      17.25
                Second Quarter              24.50      17.25
                Third Quarter               22         19.10
                Fourth Quarter              20.50      20.50

                   2001

                First Quarter               16         16
                Second Quarter              16.25      16
                Third Quarter               20         15.50
                Fourth Quarter              20         16


 (b) Approximate Number of Equity Security Holders

  As of December 31, 2002, the approximate number of holders of record of
  each class of equity securities of the Registrant were:

                                               NUMBER OF
         TITLE OF CLASS                     HOLDERS OF RECORD
        -------------------                 -----------------

        Common Stock, $.30 Par Value               184


                                      II-1


Item 5.  Market for Common Equity and Related Stockholder Matters (Continued)

  (c) Dividend History and Policy

      The Company has declared dividends of $.35 (2002) and $.35 (2001) and
      $.40 (2000).  Dividends have been declared and paid annually, only when
      warranted by profitability and permitted by lending agreements.

      The Company does not have a standard policy in regards to the
      declaration and payment of dividends.  Each year dividend payments, if
      any, are determined upon consideration of the current profitability,
      cash flow requirements, investment outlook and other pertinent factors.

      According to the covenants of a loan agreement, dated May 29, 1986,
      amended several times thereafter, and in effect until June 8, 1995, the
      declaration of dividends was specifically limited by certain financial
      parameters.  That agreement was modified in 1995, and while still
      requiring the attainment of certain balance sheet ratios, specific
      references to dividends were omitted.


                                      II-2


Item 6. Management's Discussion and Analysis or Plan of Operation

   Summary

   The following tables set forth for the periods indicated (i) percentages
   which certain items in the financial data bear to net sales of the Company
   and (ii) percentage increase of such item as compared to the indicated
   prior period.

                               RELATIONSHIP TO            PERIOD TO PERIOD
                                TOTAL REVENUE            INCREASE (DECREASE)
                            YEAR ENDED DECEMBER 31,          YEARS ENDED
                           -----------------------      --------------------
                            2002    2001     2000       2002-2001   2001-2000
                            ----    ----     ----       ---------   ---------
NET SALES:
Candied Fruit and Nuts      79.4%   81.3%    82.3%        -2.9%       -1.5%
Molded Plastics             20.6    18.7     17.7          9.5         5.3
                           -----   -----    -----
                           100.0   100.0    100.0         -0.6        -0.3
Cost of Sales               66.6    68.4     66.6         -3.2         2.5
Selling, General and
 Administrative Expense     20.3    20.1     19.6          0.8         2.2
Depreciation and
  Amortization               3.7     2.9      3.0         25.3        -3.7
Interest Expense             0.7     1.2      1.9        -40.2       -36.8
                           -----   -----    -----
Income from Operations       8.7     7.4      8.9         16.9       -17.8
Other Income                 0.1     0.2      0.4        -37.9       -35.9
                           -----   -----    -----
Income Before Provision
  for Income Taxes           8.8     7.6      9.3         15.3       -18.5
Provision for Income
  Taxes                      3.6     3.0      3.7          0.0         0.0
                           -----   -----    -----
Net Income                   5.2%    4.6%     5.6%        13.9%      -19.4%
                           =====   =====    =====

(1) Liquidity

Management is not aware of any demands, commitments, events or uncertainties
that will result in, or are reasonably likely to result in, a material
increase or decrease in the Company's liquidity.  One trend to be noted is
the Company's ability over the past three years to materially decrease its
short-term debt position while maintaining a consistent level of inventory.
As discussed in footnote 5 of the Company's financial statements, a line of
credit is available to the Company to finance short-term working capital
needs.

(2) Capital Resources

The Company does not have any material outstanding commitments for capital
expenditures.  Management is not aware of any material trends either favorable
or unfavorable in the Company's capital resources.


                                      II-3


Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations

                            2002 Compared to 2001
                            ---------------------

As the weakness in the overall economy continued throughout the entire year,
Paradise, Inc. refocused its efforts to reduce all costs, wherever possible.
The Company was successful in negotiating favorable annual contracts for
commodities such as raw fruit products, packaging materials and natural gas.
In addition, interest expense on the Company's sizable short-term borrowings
was reduced by 40% from the previous year.  The effect of these savings
despite a slight decrease in overall net sales of 1% from 2001 produced an
increase of 13.9% in net income after taxes with earnings of $2.32 per share,
versus $2.04 per share during the prior year.

In the fruit segment business, which represents 79.4% of our overall net
sales, glace' (candied) fruit net sales decreased by 3% over the preceding
year.  As mentioned in previous filings sales generated in this segment
continue to be pressured by reorganizations, mergers and store closings
within the overall supermarket environment.  Also, as customers focused on
reducing their levels of inventory, order shipping dates were scheduled later
in the year.  This change resulted in an increase in accounts receivables as
of year end as several large customers had extended payment terms.

In an effort to expand the Company's institutional frozen strawberry
business, Paradise, Inc. entered into a marketing agreement with a national
distributor of strawberry products.  Paradise, Inc. had entered the frozen
strawberry market when market conditions at time of harvest, project that a
reasonable level of profit can be achieved.  While sales from frozen
strawberry products increased three-fold over the previous year, the revenue
generated from this activity was insignificant to the Company's overall fruit
sales during 2002.  The increase in inventory at year end is directly related
to the production of frozen strawberries.  This inventory produced at time of
harvest, is shipped to customers throughout the year.

The plastics molding segment of the business, which is not subject to the
seasonal demands of the fruit business continued to grow during the past
year.  Net sales to unaffiliated customers increased by 9.5%.  Emphasis
directed at acquiring customers who require higher technology, value added
custom molding products, has resulted in producing revenue growth within this
segment.  During the past year plastics sales generated 20.6% of total net
sales for the Company.

Cost of sales decreased by 3% over the previous year.  As mentioned above
cost reductions were obtained from achieving negotiated savings in annual
contracts for raw fruit purchases, packaging materials and natural gas
contracts.

Selling, general and administrative expenses increased by less than 1% over
the prior year as increases in marketing expenses, health insurance and
retirement cost were offset by decreases in administrative payroll and
professional fees incurred during the year.


                                      II-4


Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                       2002 Compared to 2001 (Continued)
                       ---------------------------------

Depreciation and amortization expenses increased by 25% over the prior year
as the Company replaced and upgraded its computerized data processing and
inventory system.  The new system is being depreciated over a five year
period and was placed in service during January, 2002.

                           2001 Compared to 2000
                           ---------------------

During 2001, especially the third and fourth quarters, Paradise, Inc. was
subjected to the same social and economic uncertainty as most of American
businesses.  While early bookings of orders in the fruit segment of business
were relatively robust and encouraging, off-the-shelf movement and resultant
reorders, which are placed normally during October, November and early
December, did not equal expectations.

Since glace' (candied) fruit is used primarily in Thanksgiving and Christmas
confections, over 80% of yearly sales are shipped between early September and
year end.  Given the prevailing conditions at that time, management was
gratified that annual sales were sustained at a level of 98.5% of that during
the prior year.

During early 2001, returns of year 2000 sales were reduced as compared to
similar returns during the prior year, resulting in a small increase in the
comparative net sales for the year reported herein.  Provisions for potential
losses due to returns from 2001 sales are made to current financial
statements, and anticipate that merchandise returns from 2001 sales will not
exceed those for the prior year.

In the plastics molding segment of business, annual sales to unaffiliated
customers increased by 5.25%, continuing a growth trend which began several
years ago when the Company intensified its focus on higher technology, custom
molding.  While plastic sales are not seasonal, the rate of sales did decline
slightly in the fourth quarter.  In the segments taken together, there was an
overall decline in net sales of less than a third of one percent.

Costs of sales escalated 2.5%, with increases in factory labor, utilities,
and some fruit raw materials, mainly corn syrup and shipping cartons.
Plastics resin costs fluctuated throughout the year, but in the end, were a
bit lower per unit produced.

Gross operating profits in the plastics segment increased significantly,
while those in the fruit segment declined by about 9%.  Despite an upward
trend in the fruit cost of goods, the unprecedented turmoil and competition
in the supermarket industry made it almost impossible to increase selling
prices proportionately.  Also, as several private label Paradise customers
acquired other stores or chains, selling prices to these customers had to be
reduced to private label levels, which are generally lower than national
brands throughout the food industry.


                                      II-5


Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                     2001 Compared to 2000 (Continued)
                     ---------------------------------

Selling, general and administrative expenses increased by approximately 2%,
led by salaries, group health insurance and freight out.  Interest expense
was down by nearly 37%, as borrowings were somewhat lower and rates declined
sharply throughout the year.  Depreciation and amortization expenses, while
down slightly, remained relatively stable.

All of the above factors, taken together with a modest reduction in other
income, resulted in an almost 19.5% decline in net income and earnings per
share.

                          2000 Compared to 1999
                          ---------------------

During the year 2000, the Company established new records in net sales,
income from operations, and, absent 1998 when there was an extraordinary gain
from the sale of a real estate asset, net income and earnings per share.

Overall, sales were increased by more than 8%.  In the candied fruit segment
of business, net sales increased by nearly 7%, despite a year of continuing
great change in the supermarket industry.  The Company's sales force was hard
pressed to keep pace with a relatively large number of bankruptcies, store
closings, mergers, acquisitions and corporate reorganizations.  Exacerbating
the problems was the continuing trend toward national consolidations of food
brokerage firms, which adversely affected sales representation in local and
regional markets with experience and knowledge of Paradise products.  While
some sales increases were due to better Company control of returns and
slightly higher selling prices, much of the progress resulted from to sales
to new customers.

In the plastics segment of business, sales to unaffiliated customers grew by
almost 16%, continuing the trend begun several years ago when the focus of
sales efforts was changed from high volume, low profit generics to higher
technology custom molding.  This segment accounted for less than 18% of total
sales during the year, but management is optimistic about its continuing
growth and stability.

Expressed as a percentage of sales, there was very little change in the costs
of goods sold or in selling, general and administrative expenses.  In the
former, there were material increases in payroll, utilities and insurance
expenses, with other increases being fairly consistent with the increases in
volume.  Similarly, larger selling, general and administrative expenses were
roughly proportionate to increases in sales.

Interest expense was a little more than 5% higher, due to larger average
short-term borrowings (to finance increased production), although long-term
debt was reduced by nearly $1.1 million during the year.


                                      II-6


Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                         2000 Compared to 1999 (Continued)
                         ---------------------------------

Depreciation and amortization expenses continue to decline as depletions are
larger than additions to schedules.

Comprehensive income increased by 14.3%, with earnings of $2.53 per share,
versus $2.15 per share during the prior year.  Income taxes were diminished
to the extent allowed by the contribution credit carried forward from 1998.


                                      II-7



Item 7. Financial Statements






                          INDEPENDENT AUDITORS' REPORT

March 17, 2003


To the Board of Directors
 and Shareholders of
 Paradise, Inc.
Plant City, FL  33566

We have audited the accompanying consolidated balance sheets of Paradise, Inc.,
and subsidiaries as of December 3l, 2002, 2001 and 2000, and the related
consolidated statements of income and comprehensive income, changes in
stockholders' equity and cash flows for the years then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Paradise, Inc.,
and subsidiaries as of December 3l, 2002, 2001 and 2000, and the consolidated
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.

Respectfully submitted,

BELLA, HERMIDA, GILLMAN, HANCOCK & MUELLER



Certified Public Accountants
Plant City, Florida


                                      II-8


                         PARADISE, INC.
                        AND SUBSIDIARIES
                        ================

                  CONSOLIDATED BALANCE SHEETS
                  ---------------------------

  ASSETS
  ------
                                                  DECEMBER 31,

                                      2002           2001  *         2000  *
                                     ------         ------          ------
CURRENT ASSETS:
Cash and Cash Equivalents        $  1,334,802   $  2,589,047    $  1,688,697
Accounts Receivable, Net of
 Allowance for Doubtful
 Accounts of $ -0-                  3,386,487      1,822,228       2,371,559
Inventories                         6,452,986      5,663,991       5,956,231
Prepaid Expenses and Other
 Current Assets                       542,339        480,667         476,689
Deferred Income Tax Asset             372,832        325,453         376,920
Income Tax Refund Receivable            1,318        127,958          52,455
                                   ----------     ----------      ----------

     Total Current Assets          12,090,764     11,009,344      10,922,551




PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of
 $14,788,503 (2002), $15,394,933
 (2001) and $14,784,925 (2000)      5,823,779      6,180,961       5,793,359





OTHER ASSETS                          565,415        750,311         674,095
                                   ----------     ----------      ----------





TOTAL ASSETS                     $ 18,479,958   $ 17,940,616    $ 17,390,005
                                   ==========     ==========      ==========


*  As Restated (See Note 17)


The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements

                                     II-9







  LIABILITIES AND STOCKHOLDERS' EQUITY
  ------------------------------------
                                          DECEMBER 31,

                                      2002           2001  *         2000  *
                                     ------         ------          ------
CURRENT LIABILITIES:
Short-Term Debt                  $     97,483  $     283,052   $     223,936
Accounts Payable                      315,011        740,431         714,282
Accrued Expenses                    1,750,804      1,657,469       1,953,691
Dividends Payable                     186,750        186,750         212,718
Accrued Taxes on Income                79,370                         84,381
Current Portion of Long-Term Debt     168,395        178,044         333,263
                                   ----------     ----------      ----------

Total Current Liabilities           2,597,813      3,045,746       3,522,271

LONG-TERM DEBT,
   NET OF CURRENT PORTION             618,581        725,332         516,062

DEFERRED INCOME TAX LIABILITY         436,929        362,191         372,050
                                   ----------     ----------      ----------

Total Liabilities                   3,653,323      4,133,269       4,410,383
                                   ----------     ----------      ----------
STOCKHOLDERS' EQUITY:
Common Stock, $.30 Par Value,
  2,000,000 Shares Authorized,
  583,094 Shares Issued, 519,350
  Shares Outstanding                  174,928        174,928         174,928
Capital in Excess of Par Value      1,288,793      1,288,793       1,288,793
Retained Earnings                  13,726,624     12,702,978      11,826,523
Unrealized Holding Loss on
  Securities                     (     86,791 ) (     82,433 )  (     33,703 )

Less: Common Stock in Treasury,
  at Cost, 63,744 Shares              276,919        276,919         276,919
                                   ----------     ----------      ----------

Total Stockholders' Equity         14,826,635     13,807,347      12,979,622
                                   ----------     ----------      ----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY          $ 18,479,958   $ 17,940,616    $ 17,390,005
                                   ==========     ==========      ==========


*  As Restated (See Note 17)


                                     II-10


                          PARADISE, INC.
                         AND SUBSIDIARIES
                         ================

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
----------------------------------------------------------

                                        FOR THE YEARS ENDED DECEMBER 31,
                                      2002           2001  *         2000  *
                                     -----          ------          ------

 NET SALES                      $ 23,117,490    $ 23,245,954    $ 23,311,355
                                  ----------      ----------      ----------
COSTS AND EXPENSES:
 Cost of Goods Sold
  (Excluding Depreciation)        15,393,584      15,910,500      15,514,911
 Selling, General and
  Administrative Expenses          4,699,966       4,661,273       4,561,279
 Depreciation and Amortization       853,242         680,760         707,224
 Interest Expense                    168,011         280,738         444,129
                                  ----------      ----------      ----------

Total Costs and Expenses          21,114,803      21,533,271      21,227,543
                                  ----------      ----------      ----------

INCOME FROM OPERATIONS             2,002,687       1,712,683       2,083,812

OTHER INCOME - NET                    31,985          51,513          80,356
                                  ----------      ----------      ----------
INCOME BEFORE PROVISION
    FOR INCOME TAXES               2,034,672       1,764,196       2,164,168

PROVISION FOR INCOME TAXES           829,253         705,968         851,097
                                  ----------      ----------      ----------

NET INCOME                         1,205,419       1,058,228       1,313,071

OTHER COMPREHENSIVE INCOME (LOSS):
 Unrealized Loss on Available for
  Sale Securities, Net of Tax    (     4,358 )   (    48,730 )   (    33,703 )
                                  ----------      ----------      ----------

COMPREHENSIVE INCOME            $  1,201,061    $  1,009,498    $  1,279,368

EARNINGS PER SHARE:

         Basic                        $ 2.32          $ 2.04          $ 2.53
                                        ====            ====            ====
         Diluted                      $ 2.32          $ 2.04          $ 2.53
                                        ====            ====            ====

*  As Restated (See Note 17)

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements

                                    II-11


                           PARADISE, INC.
                          AND SUBSIDIARIES
                          ================
  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS? EQUITY
  FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
  ----------------------------------------------------------
                                                                  UNREALIZED
                                    CAPITAL IN                    HOLDING
                          COMMON    EXCESS OF      RETAINED       LOSS ON
                          STOCK     PAR VALUE      EARNINGS       SECURITIES
                          ------    ----------     --------       ----------
Balance, December 31,
 1999 as Previously
 Reported               $ 174,816   $ 1,288,793  $ 10,736,538   $
Prior Period
 Adjustment (Note 17)         112                (     15,346 )
                          -------     ---------    ----------        -------
Adjusted Balance of
 Stockholders? Equity at
 December 31, 1999        174,928     1,288,793    10,721,192
Purchase of 193 Shares
 of Treasury Stock

Cash Dividends Declared,
 $.40 per Share                                  (    207,740 )

Other Comprehensive Loss                                           (  33,703 )

  Net Income (as Restated)                          1,313,071
                          -------     ---------    ----------        -------
Balance, December 31,
 2000 (as Restated)       174,928     1,288,793    11,826,523      (  33,703 )

Cash Dividends Declared,
 $.35 per Share                                  (    181,773 )

Other Comprehensive Loss                                           (  48,730 )

Net Income (as Restated)                            1,058,228
                          -------     ---------    ----------        -------
Balance, December 31,
 2001 (as Restated)       174,928     1,288,793    12,702,978      (  82,433 )

Cash Dividends Declared,
 $.35 per Share                                  (    181,773 )

Other Comprehensive Loss                                           (   4,358 )

Net Income                                          1,205,419
                          -------     ---------    ----------        -------
Balance, December 31,
 2002                   $ 174,928   $ 1,288,793  $ 13,726,624      $( 86,791 )
                          =======     =========    ==========        =======

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements
                                    II-12








    TREASURY
     STOCK              TOTAL
    --------            -----


  $( 274,205 )     $  11,925,942

                    (     15,234 )
     -------          ----------


   ( 274,205 )        11,910,708

   (   2,714 )      (      2,714 )


                    (    207,740 )

                    (     33,703 )

                       1,313,071
     -------          ----------

   ( 276,919 )        12,979,622


                    (    181,773 )

                    (     48,730 )

                       1,058,228
     -------          ----------

   ( 276,919 )        13,807,347


                    (    181,773 )

                    (      4,358 )

                       1,205,419
     -------          ----------

  $( 276,919 )     $  14,826,635
     =======          ==========



                                    II-13



                           PARADISE, INC.
                          AND SUBSIDIARIES
                          ================

  CONSOLIDATED STATEMENTS OF CASH FLOWS
  -------------------------------------
                                        FOR THE YEARS ENDED DECEMBER 31,
                                        2002          2001  *       2000  *
                                       ------        ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $  1,205,419  $  1,058,228  $  1,313,071
 Adjustments to Reconcile Net
  Income to Net Cash Provided by
  (Used in) Operating Activities:
   Increase in Net Deferred Income
    Tax Liability                        80,295        41,608        62,716
   Depreciation and Amortization        853,242       680,760       707,224
   Loss on Sale of Assets                34,139           735         2,943
   Gain on Sale of Investments                                  (     5,917 )
  Decrease (Increase) in:
   Accounts Receivable              ( 1,564,259 )     549,331       309,223
   Inventories                      (   788,995 )     292,240   (   264,442 )
   Prepaid Expenses                 (    61,672 ) (     3,978 ) (   160,615 )
   Refund Receivable                    126,640   (    75,503 )      51,137
   Other Assets                         108,830   (   107,438 ) (    48,821 )
  Increase (Decrease) in:
   Accounts Payable                 (   425,420 )      26,149       248,251
   Accrued Expenses                      93,335   (   296,222 )     259,357
   Accrued Taxes on Income               79,370   (    84,381 ) (    52,149 )
                                      ---------     ---------     ---------
    Net Cash Provided by (Used in)
     Operating Activities           (   259,076 )   2,081,529     2,421,978
                                      ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of Property, Plant and
  Equipment                         (   444,351 ) (   944,533 ) (   698,036 )
 Proceeds from Sale of Assets                           1,000         6,000
 Purchase of Investments                          (       674 ) (   280,154 )
 Proceeds from Sale of Investments                                  260,352
                                      ---------     ---------     ---------
    Net Cash Used in Investing
     Activities                     (   444,351 ) (   944,207 ) (   711,838 )
                                      ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments) of
  Short-Term Debt                   (   185,569 )      59,116        23,476
 Proceeds from Issuance of
  Long-Term Debt                                      180,981
 Principal Payments on Long-Term
  Debt                              (   183,476 ) (   239,862 ) ( 1,060,026 )
 Dividends                          (   181,773 ) (   207,740 ) (   181,840 )
 Increase in Other Assets                         (    29,467 )
 Purchase of Treasury Stock                                     (     2,714 )
                                      ---------     ---------     ---------
    Net Cash Used in Financing
     Activities                     (   550,818 ) (   236,972 ) ( 1,221,104 )
                                      ---------     ---------     ---------
    Net Increase (Decrease) in
     Cash                           ( 1,254,245 )     900,350       489,036

CASH, at Beginning of Year            2,589,047     1,688,697     1,199,661
                                      ---------     ---------     ---------

CASH, at End of Year               $  1,334,802  $  2,589,047  $  1,688,697
                                      =========     =========     =========
*  As Restated (See Note 17)

                                    II-14


                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
  -------------------------------------------------

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2002          2001          2000
                                        ------        ------        ------
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

  Cash Paid During the Year for:

   Interest                          $  168,318    $  280,323    $  435,510
                                        =======       =======       =======

   Income Taxes                      $  530,591    $  875,556    $  871,577
                                        =======       =======       =======

SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

 Long-Term Debt Assumed or Issued for:

  Equipment Purchases or
   Capital Leases                    $   67,076    $  112,932    $        0
                                        =======       =======         =====
 Unrealized Holding Loss on
  Securities                         $ (  4,358 )  $ ( 48,730 )  $ ( 33,703 )
                                         ======        ======        ======

DISCLOSURE OF ACCOUNTING POLICY:

For purposes of the Statements of Cash Flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements
                                    II-15


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2002, 2001 AND 2000
--------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, after elimination of all material intercompany
transactions and profits.

Accounts Receivable
-------------------
Management considered subsequent collection results and wrote off all year-end
balances that were not deemed collectible by the time the financial statements
were issued.  Management considers the remaining accounts receivable to be
fully collectible; accordingly, no allowance for doubtful accounts has been
established. If accounts become uncollectible, they will be charged to
operations when that determination is made.


NOTE 2:  INVENTORIES

                                2002             2001            2000
                               ------           ------          ------

Supplies                    $   192,452      $   148,157      $    87,042
Raw Materials                   885,897        1,312,164        1,221,380
Work in Progress                434,450          371,624          143,399
Finished Goods                4,940,187        3,832,046        4,504,410
                              ---------        ---------        ---------

TOTAL                       $ 6,452,986      $ 5,663,991      $ 5,956,231
                              =========        =========        =========

Inventories are valued at the lower of cost (first-in, first-out) or market.
Cost includes material, labor and factory overhead.

Substantially all inventories are pledged as collateral for certain short-
term obligations.


NOTE 3:  PROPERTY, PLANT AND EQUIPMENT

                                     2002            2001           2000
                                    ------          ------         ------

Land and Improvements            $   856,040     $   856,040     $   856,040
Buildings and Improvements         5,887,432       5,865,036       5,828,611
Machinery and Equipment           13,868,810      14,556,497      13,893,633
                                  ----------      ----------      ----------

Total                             20,612,282      21,277,573      20,578,284
Less:  Accumulated Depreciation   14,788,503      15,394,933      14,784,925
                                  ----------      ----------      ----------

                                   5,823,779       5,882,640       5,793,359
Construction in Progress                             298,321
                                   ---------       ---------       ---------
NET                              $ 5,823,779     $ 6,180,961     $ 5,793,359
                                   =========       =========       =========


                                    II-16


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2002, 2001 AND 2000
--------------------------------


NOTE 3:  PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, plant and equipment are stated at cost.  Generally, the straight-
line method is used in computing depreciation.  Estimated useful lives of
plant and equipment are:
                                                 Years
                                                -------
                  Buildings and Improvements    10 - 30
                  Machinery and Equipment        3 - 10

Expenditures which significantly increase values or extend useful lives are
capitalized. Expenditures for maintenance and repairs are charged to expense
as incurred.  Upon sale or retirement of property, plant and equipment, the
cost and related accumulated depreciation are eliminated from the respective
accounts and the resulting gain or loss is included in the current earnings.
Amortization is also computed using the straight-line method over the
estimated life of the asset.

All of the real property and machinery and equipment are pledged as
collateral for certain short-term and long-term obligations.

Depreciation expense for the years ended December 31, 2002, 2001 and 2000 was
$834,470, $668,127 and $687,815, respectively.


NOTE 4:  INVESTMENT IN MARKETABLE SECURITIES

The Company records unrealized gains and losses on marketable securities
available for sale in the stockholders? equity section of its balance sheet
as "unrealized holding gain (loss) on securities".

Available-for-sale securities, which are included in other assets in the
balance sheet, consist of the following:

                                        2002         2001         2000
                                       ------       ------       ------

Money Market and Mutual Funds,
 at cost                            $  281,601   $  282,173   $  281,499
Gross Unrealized Losses,
 Before Tax                         (  139,155 )  (  82,433 )  (  33,703 )
                                       -------      -------      -------
Total Marketable Securities,
 at Fair Value                      $  142,446   $  199,740   $  247,796
                                       =======      =======      =======


                                    II-17


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2002, 2001 AND 2000
--------------------------------


NOTE 4:  INVESTMENT IN MARKETABLE SECURITIES (CONTINUED)

Proceeds and gross realized gains and losses from the sale of available-for-
sale securities and the change in unrealized holding loss were as follows:

                                        2002         2001         2000
                                       ------       ------       ------

Proceeds                            $       0    $       0    $  260,352
                                       ======       ======       =======
Gross Realized Gains                $       0    $       0    $    6,627
                                       ======       ======       =======
Gross Realized Losses               $       0    $       0    $(     710 )
                                       ======       ======       =======
Change in Unrealized Loss,
 Before Tax                         $( 56,722 )  $( 48,730 )  $(  33,703 )
                                       ======       ======        ======

For purposes of determining gross realized gains and losses, the cost of
securities sold is based on average cost.

The above investments, held under a trust agreement, are to be used to
provide deferred compensation benefits to two key executives.  The
investments in the trusts are subject to the claims of the Company's general
creditors; therefore, the Company is treated as the owner of the trusts.


NOTE 5:  SHORT-TERM DEBT
                                           2002         2001         2000
                                          ------       ------       ------

Trade acceptances, letters of credit
and other short-term debt.               $ 97,483    $ 283,052    $ 223,936
                                          -------      -------      -------

TOTAL                                    $ 97,483    $ 283,052    $ 223,936
                                          =======      =======      =======


                                    II-18


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2002, 2001 AND 2000
--------------------------------


NOTE 5:  SHORT-TERM DEBT (CONTINUED)

The average monthly borrowings and weighted average interest rates were
determined by month-end balances.  Non-interest bearing letters of credit were
included in the aggregate figures.

                                                            WEIGHTED AVERAGE
           2002                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)              $ 2,227,083                    4.24%

Average aggregate short-term
 borrowings (monthly)              $ 4,054,456                    2.92%

Maximum aggregate short-term
 borrowings (at any month-end)     $ 8,524,779

                                                            WEIGHTED AVERAGE
           2001                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)              $ 2,348,005                    5.69%

Average aggregate short-term
 borrowings (monthly)              $ 4,457,113                    4.46%

Maximum aggregate short-term
 borrowings (at any month-end)     $ 9,195,117

                                                            WEIGHTED AVERAGE
           2000                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)             $  2,554,818                   10.07%

Average aggregate short-term
borrowings (monthly)              $  4,713,541                    7.11%

Maximum aggregate short-term
borrowings (at any month-end)     $ 10,019,180


                                    II-19


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2002, 2001 AND 2000
--------------------------------


NOTE 5:  SHORT-TERM DEBT (CONTINUED)

Pursuant to a loan agreement, a bank has agreed to advance the Company 80% of
the Company's eligible receivables and 50% of the Company's eligible
inventory.  Interest is payable monthly and is computed from a daily floating
rate based on the 30 day LIBO rate plus an applicable margin.  Principal is
due May 31, 2003.

This agreement is subject to certain conditions which must be met for the
Company to continue borrowing, including debt service coverage and debt to
equity ratios, a resting period provision, and other financial covenants.

The amount available to be drawn down based on the available collateral at
December 31, 2002 was $5,378,165, at December 31, 2001 was $3,875,234 and at
December 31, 2000 was $4,294,568.


NOTE 6:  LONG-TERM DEBT

                                           2002         2001         2000
                                          ------       ------       ------
Prime plus 1% note(s), collateralized
 by accounts receivable, inventories
 and equipment.  Monthly payments of
 $6,875 plus interest.                  $ 501,875    $ 584,375    $ 666,875

0% note, collateralized by an
 automobile. Monthly payments of
 $356.                                     16,366       20,636

Obligations under capital leases.
 Monthly payments totaling $18,965
 including interest at rates ranging
 from 5.54% to 8.25%, collateralized
 by equipment.                            268,735      298,365      182,450
                                          -------      -------      -------

Total Debt                                786,976      903,376      849,325
Less, Current Portion                     168,395      178,044      333,263

LONG-TERM DEBT                          $ 618,581    $ 725,332    $ 516,062
                                          =======      =======      =======


The aggregate principal amounts maturing in each of the subsequent years are:

                         2003            $ 168,395
                         2004              156,929
                         2005              162,346
                         2006              120,803
                         2007               89,128
                      Subsequent            89,375
                                           -------

                         Total           $ 786,976
                                           =======


                                    II-20


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 7:  LEASES

The Company has certain equipment leases which are classified as capital
leases.  At December 3l, 2002, 2001 and 2000, the amount capitalized was
$655,529, $1,198,460 and $1,009,636, respectively, and the accumulated
amortization was $264,829 (2002), $607,426 (2001) and $558,742 (2000). The
amount recognized as an obligation was $268,735, $298,365 and $182,450,
respectively, which has been included in long-term debt shown in Note 6.
Amortization expense is included in depreciation.

The Company leases certain automobiles and office equipment under operating
leases ranging in length from thirty-six to sixty months.  Lease payments
charged to operations amounted to $73,280 (2002), $69,080 (2001) and $63,063
(2000).

At December 31, 2002, future minimum payments required under leases with
terms greater than one year, and the present value of minimum capital lease
payments, were as follows:

                                                            OPERATING
      YEARS ENDING DECEMBER 31,         CAPITAL LEASES        LEASES
     ---------------------------        --------------      ---------
                2003                       $  98,530        $  56,036
                2004                          81,406           36,626
                2005                          81,406           27,673
                2006                          35,905            5,197
                2007                           6,728
                                             -------          -------
     Total Minimum Lease Payments            303,975        $ 125,532
     Less, Amount Representing Interest       35,240          =======
                                             -------
     PRESENT VALUE OF FUTURE MINIMUM
       CAPITAL LEASE PAYMENTS              $ 268,735
                                             =======


NOTE 8:  ACCRUED EXPENSES

                                         2002          2001          2000
                                        ------        ------        ------

Accrued Payroll and Bonuses         $   419,471   $   397,529   $   452,754
Accrued Brokerage Payable               330,120       345,183       373,850
Accrued Pension Cost (Note 9)           113,870       121,978       148,451
Provision for Unrealized Profit
   on Retail Returns                    273,000       299,000       327,000
Other Accrued Expenses                  124,704       112,639       137,389
Accrued Credit Due to Customers         347,568       241,877       363,934
Accrued Insurance Payable               142,071       139,263       150,313
                                      ---------     ---------     ---------
TOTAL                               $ 1,750,804   $ 1,657,469   $ 1,953,691
                                      =========     =========     =========

As a part of its normal sales policy, the Company allows some customers to
return unsold, retail packed, candied fruit after the holiday season.  A
provision for the unrealized profit on these estimated returns is shown above
under "provision for unrealized profit on retail returns".


                                    II-21


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 9:  RETIREMENT PLAN

The Company and its subsidiaries have a defined benefit pension plan covering
all employees who become eligible for participation in the plan on the
semiannual date following one year of service (1,000 hours worked) and the
attainment of age 21.  The total pension cost for 2002, 2001 and 2000 was
$98,449, $72,713 and $69,381, respectively, which includes amortization of
past service cost over 10 years.  The Company makes annual contributions to
fund the plan equal to the amounts deductible for Federal Income Tax
purposes.  The benefit formula being used is known as the frozen initial
liability cost method.  The plan's assets consist of fixed income assets,
whole life insurance contracts and mutual funds.

The following table sets forth the changes in benefit obligations, changes in
plan assets and the reconciliation of funded status for 2002, 2001 and 2000:

                                       2002           2001           2000
                                      ------         ------         ------
Change in Benefit Obligation:
Benefit Obligation at Beginning
 of Year                          $ 2,262,986    $ 2,128,773    $ 2,177,688
Service Cost                          135,713        113,132        115,889
Interest Cost                         146,510        139,363        135,471
Actuarial (Gain) Loss                 285,415        166,743    (   133,965 )
Benefits Paid                     (    81,536 )  (    13,208 )  (   166,310 )
Settlement Amount                                (   314,515 )
EGTRRA Changes                                        42,698
                                    ---------      ---------      ---------
Benefit Obligation at End of Year   2,749,088      2,262,986      2,128,773
                                    ---------      ---------      ---------
Change in Plan Assets:
Fair Value of Plan Assets at
 Beginning of Year                  2,288,285      2,036,842      2,047,241
Actual Return on Plan Assets           15,499        479,980         59,845
Employer Contributions                106,557         99,186         96,066
Benefits Paid                     (    81,536 )  (    13,208 )  (   166,310 )
Settlement Amount                                (   314,515 )
                                    ---------      ---------      ---------
Fair Value of Plan Assets at
 End of Year                        2,328,805      2,288,285      2,036,842
                                    ---------      ---------      ---------


                                    II-22


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 9:  RETIREMENT PLAN (CONTINUED)

                                       2002           2001           2000
                                      ------         ------         ------
Reconciliation of Funded Status:
Funded Status (Underfunded)
 Overfunded                       (   420,283 )       25,299     (   91,931 )
Unrecognized Net Actuarial Loss       447,147         25,613        180,907
Unrecognized Transition Obligation                       902         15,851
Unrecognized Prior Service Cost   (   140,734 )  (   173,792 )  (   253,278 )
                                    ---------      ---------      ---------

Accrued Benefit Cost             $(   113,870 ) $(   121,978 ) $(   148,451 )
                                    =========      =========      =========

The Net Periodic Benefit Cost for 2002, 2001 and 2000 included the following
components:

                                       2002           2001           2000
                                      ------         ------         ------

Service Cost                       $  135,713     $  113,132     $  115,889
Interest Cost                         146,510        139,363        135,471
Expected Return on Plan Assets     (  151,618 )   (  161,572 )   (  160,140 )
Amortization of Transition
 Obligation                               902         14,949         14,949
Amortization of Prior Service
 Cost                              (   33,058 )   (   36,788 )   (   36,788 )
Loss on Settlement                                     3,629
                                      -------        -------        -------

Net Periodic Benefit Cost          $   98,449     $   72,713     $   69,381
                                      =======        =======        =======

Weighted-Average Assumptions Used:

                                       2002           2001           2000
                                      ------         ------         ------

Discount Rate                          6.00%          6.50%          6.75%
Expected Long-Term Rate of Return      6.00%          6.50%          8.00%
Rate of Compensation Increase          4.01%          4.05%          4.05%

In amortizing prior service costs, a straight-line amortization of the cost
over the average remaining service period of employees expected to receive
benefits under the plan is used.  A settlement took place during 2001 as a
result of lump-sum cash payments.  The resulting recognized loss was $3,629
for 2001.


                                    II-23


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 10:  PROVISION FOR FEDERAL AND STATE INCOME TAXES

The provisions for income taxes are comprised of the following amounts:

                                       2002           2001           2000
                                      ------         ------         ------
CURRENT:
Federal                             $ 640,053      $ 567,237      $ 672,629
State                                 109,477         97,123        115,752
                                      -------        -------        -------
                                      749,530        664,360        788,381
                                      -------        -------        -------
DEFERRED:
Federal                                68,071         35,527         53,549
State                                  11,652          6,081          9,167
                                      -------        -------        -------
                                       79,723         41,608         62,716
                                      -------        -------        -------
TOTAL PROVISION FOR
INCOME TAXES                        $ 829,253      $ 705,968      $ 851,097
                                      =======        =======        =======

A reconciliation of the differences between the effective income tax rate and
the statutory Federal income tax rate follows:

                                       2002           2001           2000
                                      ------         ------         ------
Income Taxes Computed at
 Statutory Rate                     $ 691,788      $ 599,827      $ 735,817
State Income Tax, Net of Federal
 Income Tax Benefit                    79,945         68,115         82,446
Other, Net                             57,520         38,026         32,834
                                      -------        -------        -------

PROVISION FOR INCOME TAXES          $ 829,253      $ 705,968      $ 851,097
                                      =======        =======        =======

EFFECTIVE TAX RATE                      40.8%          40.0%          39.3%
                                        ====           ====           ====


NOTE 11:  EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share are based on the weighted average
number of shares outstanding and assumed to be outstanding during the year
(519,350 shares in 2002 and 2001, and 519,486 shares in 2000 for basic) and
(519,350 shares in 2002 and 2001, and 519,486 shares in 2000 for diluted).

The number of outstanding shares previously reported has been increased by
373 shares to reflect the actual shares on record with the transfer agent.
A prior period adjustment was made to increase common stock reported at par
value by $112 and decrease retained earnings by $112.


                                    II-24


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 12:  BUSINESS SEGMENT DATA

The Company's operations are conducted through two business segments. These
segments, and the primary operations of each, are as follows:

BUSINESS SEGMENT                                   OPERATION
----------------                                   ---------

  Candied Fruit              Production of candied fruit, a basic fruitcake
                             ingredient, sold to manufacturing bakers,
                             institutional users, and retailers for use in
                             home baking.  Also for 2002, the processing of
                             frozen strawberry products, for sale to
                             commercial and institutional users such as
                             preservers, dairies, drink manufacturers, etc.

  Molded Plastics            Production of plastics containers and other
                             molded plastics for sale to various food
                             processors and others.

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
NET SALES IN EACH SEGMENT         2002              2001             2000
                                 ------            ------           ------
Candied Fruit:
Sales to Unaffiliated
 Customers                   $ 18,361,068      $ 18,901,979     $ 19,185,446

Molded Plastics:
Sales to Unaffiliated
 Customers                      4,756,422         4,343,975        4,125,909
                               ----------        ----------       ----------

NET SALES                    $ 23,117,490      $ 23,245,954     $ 23,311,355
                               ==========        ==========       ==========


                                    II-25


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 12:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2002              2001             2000
                                 ------            ------           ------
THE OPERATING PROFIT OF
EACH SEGMENT IS LISTED BELOW

Candied Fruit                 $ 5,711,391       $ 5,545,254      $ 6,179,134

Molded Plastics                 1,324,099         1,181,379          985,490
                                ---------         ---------        ---------

OPERATING PROFIT OF SEGMENTS    7,035,490         6,726,633        7,164,624

General Corporate Expenses,
 Net                          ( 4,864,792 )     ( 4,733,212 )    ( 4,636,683 )
Interest Expense              (   168,011 )     (   280,738 )    (   444,129 )
Other Income                       31,985            51,513           80,356
                                ---------         ---------        ---------
INCOME BEFORE PROVISION FOR
INCOME TAXES                  $ 2,034,672       $ 1,764,196      $ 2,164,168
                                =========         =========        =========

Operating profit is composed of net sales, less direct costs and overhead
costs associated with each segment.  Due to the high degree of integration
between the segments of the Company, it is not practical to allocate general
corporate expenses, interest, and other income between the various segments.

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2002              2001             2000
                                 ------            ------           ------
IDENTIFIABLE ASSETS OF EACH
SEGMENT ARE LISTED BELOW

Candied Fruit                $ 11,237,064      $  9,368,805     $ 10,269,448

Molded Plastics                 3,064,107         2,998,411        2,792,414
                               ----------        ----------       ----------

Identifiable Assets            14,301,171        12,367,216       13,061,862

General Corporate Assets        4,178,787         5,573,400        4,328,143
                               ----------        ----------       ----------

TOTAL ASSETS                 $ 18,479,958      $ 17,940,616     $ 17,390,005
                               ==========        ==========       ==========


                                    II-26


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 12:  BUSINESS SEGMENT DATA (CONTINUED)

Identifiable assets by segment are those assets that are principally used in
the operations of each segment.  General corporate assets are principally
cash, land and buildings, and investments.

                                   YEAR              YEAR             YEAR
                                   ENDED             ENDED            ENDED
                                   2002              2001             2000
                                  ------            ------           ------
DEPRECIATION AND
 AMORTIZATION EXPENSE OF
 EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 449,796         $ 403,456        $ 410,798

Molded Plastics                   238,620           205,365          221,022
                                  -------           -------          -------
Segment Depreciation and
Amortization Expense              688,416           608,821          631,820

General Corporate Depreciation
and Amortization Expense          164,826            71,939           75,404
                                  -------           -------          -------
TOTAL DEPRECIATION AND
AMORTIZATION EXPENSE            $ 853,242         $ 680,760        $ 707,224
                                  =======           =======          =======

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2002              2001             2000
                                 ------            ------           ------
CAPITAL EXPENDITURES OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                  $  264,855        $  192,781       $  319,055

Molded Plastics                   119,484           438,371          282,355
                                ---------         ---------        ---------

Segment Capital Expenditures      384,339           631,152          601,410

General Corporate Capital
 Expenditures                     136,316           426,313           96,626
                                ---------         ---------        ---------

TOTAL CAPITAL EXPENDITURES     $  520,655       $ 1,057,465       $  698,036
                                =========         =========        =========

The Company conducts operations only within the United States. Foreign sales
are insignificant; primarily all sales are to domestic companies.


                                    II-27


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 13:  MAJOR CUSTOMERS

With the continuing acquisitions, mergers and other consolidations in the
supermarket industry, there is increasing concentration of candied fruit
buying activity.  During 2002, the Company derived nearly 15% of its
consolidated revenues from affiliated companies Wal-Mart Stores, Inc. and
Sam's Club.  These customers are not affiliated with Paradise, Inc. in any
way, and have exclusive use of a Paradise-owned controlled brand.  In
addition, plastics sales to Aqua Cal, Inc. accounted for 11% of the Company's
consolidated revenues.  The loss of any of these customers would have a
material adverse effect on operating earnings.


NOTE 14:  CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentration
of credit risk consist principally of cash equivalents and unsecured trade
receivables.  The Company's cash equivalents are maintained with several
financial institutions located in Florida.  Accounts at each institution are
secured by the Federal Deposit Insurance Corporation up to $100,000. Uninsured
balances aggregate to $960,973 at December 31, 2002.  The Company grants
credit to customers, substantially all of whom are located in the United
States.  The Company's ability to collect these receivables is dependent upon
economic conditions in the United States and the financial condition of its
customers.


NOTE 15:  DEFERRED INCOME TAXES

The Company recognizes deferred tax assets and liabilities for future tax
consequences of events that have been previously recognized in the Company's
financial statements or tax returns.  The measurement of deferred tax assets
and liabilities is based on provisions of the enacted tax law; the effects of
future changes in tax laws or rates are not anticipated.

Significant components of the Company's deferred tax assets and liabilities
at December 31, 2002, 2001 and 2000 were:

                                         2002           2001           2000
                                        ------         ------         ------

Deferred Tax Assets resulting from:
 Inventory Valuation                  $ 217,738      $ 196,581      $ 137,480
 Book Provision for Loss of Profits     102,730        112,514        123,050
 Book Accrued Sales Tax Liability                                      45,356
 Contribution Carryforward                              16,358         71,034
 Unrealized Loss on Investments          52,364
                                        -------        -------        -------
Total Deferred Tax Assets               372,832        325,453        376,920
                                        -------        -------        -------


                                    II-28


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 15:  DEFERRED INCOME TAXES (CONTINUED)

                                          2002          2001          2000
                                         ------        ------        ------

Deferred Tax Liabilities resulting from:
  Tax over Book Depreciation             436,929       362,191       372,050
                                         -------       -------       -------
Total Deferred Tax Liabilities           436,929       362,191       372,050
                                         -------       -------       -------

Net Deferred Tax (Asset) Liability     $  64,097     $  36,738    $(   4,870 )
                                         =======       =======       =======
The Net Deferred Tax (Asset)
 Liability is reflected in the
 Balance Sheet under these captions:
  Deferred Income Tax Asset          $ ( 372,832 ) $ ( 325,453 ) $ ( 376,920 )
  Deferred Income Tax Liability          436,929       362,191       372,050
                                         -------       -------       -------

                                       $  64,097     $  36,738   $ (   4,870 )
                                         =======       =======       =======


NOTE 16:  FAIR VALUE OF FINANCIAL INSTRUMENTS

All financial instruments are carried at amounts that approximate estimated
fair value. These financial instruments are cash, accounts receivable,
accounts payable, accrued expenses, short-term debt and long-term debt
obligations.


NOTE 17:  PRIOR PERIOD ADJUSTMENT

The Company recorded a prior period adjustment to restate inventory.  The
restatement corrects an error in the cost of an inventory item.  The
adjustment was recorded net of the income tax effect.  This adjustment
decreased retained earnings as previously reported at December 31, 2001,
2000 and 1999 by $64,912, $23,990 and $15,234, respectively.  Net income as
previously reported for the years ended December 31, 2001 and 2000 decreased
$40,922 and $8,756, respectively. Earnings Per Share for 2001 and 2000
decreased $0.08 and $0.02, respectively.

For the year ended December 31, 2001, the adjustment increased cost of goods
sold by $65,612, decreased the provision for income taxes by $24,690,
decreased inventory by $104,075 and increased deferred income tax asset by
$39,163.

For the year ended December 31, 2000, the adjustment increased cost of goods
sold by $14,040, decreased the provision for income taxes by $5,284, decreased
inventory by $38,464 and increased deferred income tax asset by $14,474.


                                    II-29


PARADISE, INC.
AND SUBSIDIARIES
================

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
--------------------------------


NOTE 18:  QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected quarterly financial data is summarized as follows:


                                        QUARTER ENDED
       2002             March 31       June 30     September 30   December 31
       ----             --------       -------     ------------   -----------

NET SALES             $ 1,568,363   $ 2,141,184    $ 10,254,288   $ 9,153,655
GROSS PROFI T             257,139     1,064,686       3,999,159     2,402,922
NET INCOME (LOSS)     (   744,827 ) (    11,930 )     1,872,568        89,608
EARNINGS (LOSS)
 PER COMMON  SHARE        $( 1.43 )     $( 0.02 )        $ 3.61        $ 0.17



                                        QUARTER ENDED
       2001             March 31       June 30     September 30   December 31
       ----             --------       -------     ------------   -----------

NET SALES             $ 1,510,783   $ 2,144,950     $ 8,683,290  $ 10,936,931
GROSS PROFIT              342,277       781,477       3,344,516     2,867,184
NET INCOME (LOSS)     (   677,826 ) (    52,397 )     1,428,513       359,938
EARNINGS (LOSS)
 PER COMMON SHARE         $( 1.31 )     $( 0.10 )        $ 2.75        $ 0.69



                                        QUARTER ENDED
       2000             March 31       June 30     September 30   December 31
       ----             --------       -------     ------------   -----------

NET SALES             $ 1,384,984   $ 1,721,991    $ 10,115,365  $ 10,089,015
GROSS PROFIT (LOSS)   (    59,047 )     769,996       3,871,165     3,214,330
NET INCOME (LOSS)     (   879,806 ) (   222,621 )     1,755,401       660,097
EARNINGS (LOSS)
 PER COMMON SHARE         $( 1.69 )     $( 0.43 )        $ 3.38        $ 1.27


                                    II-30


Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

                   None



                                    II-31


PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16 (a) of the Exchange Act

(a)                 Directors of the Registrant
                    ---------------------------

Melvin S. Gordon -           CEO and Chairman of the Registrant, 69 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 38 years.

Eugene L. Weiner -           Vice-President of the Registrant, 71 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 37 years.
                             (See note on page III-2)

Randy S. Gordon -            President of the Registrant, 47 years old. Term
                             of office will expire at next stockholders'
                             meeting. Employee or officer of Registrant past
                             24 years.

Tracy W. Schulis -           Senior Vice-President and Secretary of the
                             Registrant, 46 years old.  Term of office will
                             expire at next stockholders' meeting.  Employee
                             or officer of Registrant past 23 years.

Mark H. Gordon -             Executive Vice-President of the Registrant, 40
                             years old. Term of office will expire at next
                             stockholders' meeting.  Employee or Officer of
                             Registrant past 17 years.

(a)                 Executive Officers of the Registrant
                    ------------------------------------

Melvin S. Gordon -           CEO and Chairman, 69 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 38 years.

Eugene L. Weiner -           Vice-President, 71 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 37 years.

Randy S. Gordon -            President, 47 years old.  Term of office will
                             expire at next annual directors' meeting.
                             Employee or officer of Registrant past 24 years.

Tracy W. Schulis -           Senior Vice-President and Secretary, 46 years
                             old.  Term of office will expire at next annual
                             directors' meeting.   Employee or officer of
                             Registrant past 23 years.

Mark H. Gordon -             Executive Vice-President, 40 years old.  Term of
                             office will expire at next annual directors'
                             meeting.  Employee or Officer of Registrant past
                             17 years.

Jack M. Laskowitz -          CFO and Treasurer, 46 years old.  Term of office
                             will expire at annual directors' meeting.
                             Employee or officer with Registrant past 2 years.


                                    III-1


Item 9.  Directors and Executive Officers of the Registrant (Continued)

(a) - Continued

Mr. Weiner relinquished his duties as COO, CFO, Treasurer and Secretary of the
corporation as of June 30, 2002.  Mr. Weiner remains a Director and Vice
President, concentrating on corporate development.

(b)  Not Applicable

(c)  Family Relationships
     --------------------

     Melvin S. Gordon is first cousin by marriage to Eugene L. Weiner.

     Melvin S. Gordon is the father of Randy S. Gordon and Mark H. Gordon
     and the father-in-law of Tracy W. Schulis.

(d)  Not Applicable


Item 10.  Executive Compensation

(a) and (b)  The following summary compensation table sets forth all
             remuneration paid or accrued by the Company and its subsidiaries
             for the years ended December 31, 2002, 2001 and 2000 to its
             Chief Executive Officer and the four other highest paid
             executive officers whose total remuneration exceeded $100,000.


                                    III-2


Item 10.Executive Compensation (Continued)

                             COMPENSATION
                             ------------
    NAME AND
    PRINCIPAL                                               BENEFITS UPON
    POSITION             YEAR    SALARY (1)    BONUS       RETIREMENT (2) (3)
--------------------     ----    ----------   -------     -------------------
Melvin S. Gordon,
 Chief Exec. Officer     2002    $ 356,167   $ 79,000            (4)
                         2001      349,642     71,000
                         2000      348,213     79,000

Eugene L. Weiner,
 Vice-President          2002      210,102     59,500            (5)
                         2001      312,625     63,000
                         2000      311,226     70,000

Randy S. Gordon,
 President               2002      208,978     49,257         $ 72,108
                         2001      180,807     44,331           71,327
                         2000      180,652     49,257           64,841

Tracy W. Schulis,
 Senior Vice-President
  and Secretary          2002      208,729     49,257           72,108
                         2001      180,496     44,331           71,327
                         2000      180,908     49,257           64,841

Mark H. Gordon,
 Executive Vice-
  President              2002      208,251     49,257           72,108
                         2001      180,291     44,331           71,327
                         2000      180,136     49,257           64,841



       NOTES TO THE ABOVE TABLE
       ------------------------

1. Includes personal use of Company automobiles and PS-58 costs.

2. These amounts are computed actuarially according to the Retirement Plan of
   the Company assuming certain facts as follows: a) that the participant
   remains in the service of the Company until his normal retirement date at
   age 65; b) that the participant's earnings increase 4.50% annually during
   the remainder of his service until retirement age subject to the maximum
   annual compensation limits established by law; and c) that the plan be
   continued without substantial modification.


                                    III-3


Item 10.  Executive Compensation (Continued)

3. As of the latest available actuarial valuation date.

4. Received a "lump-sum" distribution in 1999.

5. Received a "lump-sum" distribution in 1996.



(c) and (d)  Options, Warrants, or Rights
             ----------------------------

             Not applicable

(e)  Long-Term Incentive Plan Awards Table
     -------------------------------------

             Not Applicable


Item 11.  Security Ownership of Certain Beneficial Owners and Management

(a)  The following table sets forth as of December 31, 2002, information
     concerning the beneficial ownership of the common stock of the Company
     by the persons who own, are known by the company to own, or who the
     Company has been advised have filed with the S.E.C. declarations of
     beneficial ownership, of more than 5% of the outstanding common stock.


                                    III-4


Item 11.  Security Ownership of Certain Beneficial Owners and Management
          (Continued)

                                            AMOUNT & NATURE
NAME AND ADDRESS OF       TITLE OF           OF BENEFICIAL      PERCENT
 BENEFICIAL OWNER          CLASS             OWNERSHIP (1)      OF CLASS
-------------------       --------          ---------------     --------

Melvin S. Gordon          Common
2611 Bayshore Blvd.
Tampa, Florida                                 202,652 (1)        39.0%
                                               -------            ----

TOTAL                                          202,652            39.0%
                                               =======            ====


(1)  Includes 141,760 shares owned by the Helen A. Weaner Family Partnership,
     Ltd., control of which Mr. Gordon shares with his wife as Trustees.


(b)  Beneficial ownership of common stock held by all directors and officers
     of the Company as a group:

                                         AMOUNT AND NATURE
                          TITLE OF         OF BENEFICIAL           PERCENT
                           CLASS           OWNERSHIP (1)           OF CLASS
                          --------       -----------------         --------
Directors and
Officers
As a Group                 Common             236,690                45.6
                                              =======                ====

Melvin S. Gordon           Common             202,652 (2)            39.0

Eugene L. Weiner           Common              19,300                 3.7

Randy S. Gordon            Common               6,104                 1.2

Tracy W. Schulis           Common               4,571                  .9

Mark H. Gordon             Common               4,063                  .8


(1)  The nature of the beneficial ownership for all shares is sole voting and
     investment power.

(2)  Includes 141,760 shares owned by the Helen A. Weaner Family Partnership,
     Ltd., control of which Mr. Gordon shares with his wife as Trustees.


(c)  The Company knows of no contractual arrangements which may at a
     subsequent date result in a change in control of the Company.


                                    III-5


Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

          None

Item 13.  Exhibits and Reports on Form 8-K
          --------------------------------
                                                             PAGE
                                                         ------------

(a)    Exhibit ( 3) - Articles of Incorporation          Incorporated
        and By-Laws                                      By Reference

       Exhibit (11) - Statement Re: Computation
        of Per Share Earnings                               II - 24

       Exhibit (21) - Subsidiaries of the Small
        Business Issuer                                    III -  7


(b)    Reports on Form 8-K
       -------------------

       No reports on Form 8-K were filed during the fourth quarter of
       the year ended December 31, 2002.


                                    III-6


Item 13.  Exhibit 21 - Subsidiaries of the Small Business Issuer
          ------------------------------------------------------

                                                    STATE OF
                                                 INCORPORATION
                                                 -------------

               Fruit Traders, Inc.                  Florida

               White Swan Products, Inc.            Florida

               Sun-Ripe Fruit Products, Inc.        Florida

               F.T. Properties, Inc.                Florida

               Paradise Growers, Inc.               Florida

               Pennant Fruit Products, Inc.         Florida

               Mor-Fruit Products, Inc.             Florida


Item 14.  Controls and Procedures
          -----------------------

The principal executive officer and principal financial officer of the
Company have, within 90 days before the filing date of this annual report,
evaluated the effectiveness of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules (13a-14(c)and (15d-14(c)) and
have concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures were adequate.

There were no significant changes in the Company's internal controls or in
other factors that could significantly affect the Company's internal controls
since the date of evaluation.


                                    III-7


                              SIGNATURES
                              ----------

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



March 28, 2003                                       PARADISE, INC.
--------------
Date
                                                     /s/ Melvin S. Gordon
                                                     --------------------
                                                     Melvin S. Gordon
                                                     CEO and Chairman


In accordance with the Exchange Act this report has been signed below by the
following persons on behalf of the Registrant in the capacities and on the
dates indicated.



/s/ Melvin S. Gordon          CEO, Chairman               March 28, 2003
----------------------         and Director               --------------
 Melvin S. Gordon                                         Date


/s/ Eugene L. Weiner          Vice-President              March 28, 2003
----------------------         and Director               --------------
 Eugene L. Weiner                                         Date


/s/ Randy S. Gordon           President and Director      March 28, 2003
----------------------                                    --------------
 Randy S. Gordon                                          Date


/s/ Tracy W. Schulis          Senior Vice-President,      March 28, 2003
----------------------         Secretary and Director     --------------
 Tracy W. Schulis                                         Date


/s/ Mark H. Gordon            Executive Vice-President    March 28, 2003
----------------------         and Director               --------------
 Mark H. Gordon                                           Date


/s/ Jack M. Laskowitz         CFO and Treasurer           March 28, 2003
----------------------                                    --------------
 Jack M. Laskowitz                                        Date









                            CERTIFICATIONS
                            --------------

I, Melvin S. Gordon, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Paradise, Inc.

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the period
    covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    have:

  a)  designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report
      is being prepared;

  b)  evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date
      of this annual report (the "Evaluation Date"); and

  c)  presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent function):

  a)  all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

  b)  any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and
6.  The registrant's other certifying officers and I have indicated in this
    annual report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies and
    material weaknesses.

Date:  March 28, 2003


/s/ Melvin S. Gordon
-------------------------------
 Melvin S. Gordon
 Chief Executive Officer and Chairman









I, Jack M. Laskowitz, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Paradise, Inc.

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the period
    covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    have:

  a)  designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report
      is being prepared;

  b)  evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date
      of this annual report (the "Evaluation Date"); and

  c)  presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent function):

  a)  all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

  b)  any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies and
    material weaknesses.

Date:  March 28, 2003


/s/ Jack M. Laskowitz
-----------------------------------
 Jack M. Laskowitz
 Chief Financial Officer and Treasurer


                      Certification of CEO and CFO Pursuant to
                               18 U.S.C. Section 1350
                               As Adopted Pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
                    ---------------------------------------------

In connection with the Annual Report of Paradise, Inc. on Form 10-KSB for
the period ending December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof, Melvin S. Gordon, as Chief Executive Officer
of Paradise, Inc., and Jack M. Laskowitz, as Chief Financial Officer of
Paradise, Inc., each hereby certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the
best of his knowledge, that:

1.  The Form 10-KSB for the period ending December 31, 2002 containing the
    financial statements fully complies with the requirements of Section 13(a)
    or 15(d) of the Securities and Exchange Act of 1934; and

2.  The information contained in the Form 10-KSB for the period ending
    December 31, 2002 fairly presents, in all material respects, the financial
    condition and result of operations of Paradise, Inc.


       /s/ Melvin S. Gordon                           Date:  March 28, 2003
       -----------------------------                         --------------
        Melvin S. Gordon
        Chief Executive Officer and Chairman


       /s/ Jack M. Laskowitz                          Date:  March 28, 2003
       -----------------------------                         --------------
        Jack M. Laskowitz
        Chief Financial Officer and Treasurer