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, 2001
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:             $ 23,245,954

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant, $4,954,137 (as of January 31, 2002, bid price $17.55)

Class                          Outstanding at December 31, 2001
-------------                  ---------------------------------
Common Stock,
 $.30 Par Value                         518,977 Shares




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

2001 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-6

Item 7.     Financial Statements                                 II-7 - II-29

Item 8.     Changes In and Disagreements with Accountants
               On Accounting and Financial Disclosure                   II-30

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


SIGNATURES




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, but not 1999, 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 75-80% of all candied fruit sold in supermarkets
    and other grocery outlets in the USA.

    In terms of candied fruit dollar sales, during 2001, 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 86%
    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 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.  There were limited
    experimental strawberry operations during 2001 and 2000 and no operations
    during 1999.

    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 2001, the Company derived nearly 15% of its con-
    solidated 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.  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 2001.  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 2001, costs for this discharge exceeded $327,000, 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
    2001, 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
                                       -------       -------
                       2001

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

                       2000

                   First Quarter         16           15.50
                   Second Quarter        16           15.25
                   Third Quarter         16           13.25
                   Fourth Quarter        18           14


    (b)  Approximate Number of Equity Security Holders

    As of December 31, 2001, 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                 209


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 (2001) and $.40 (2000) and
       $.35 (1999).  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
                        -----------------------        ---------------------
                         2001    2000     1999         2001-2000   2000-1999
                         ----    ----     ----         ---------   ---------
NET SALES:
Candied Fruit and Nuts   81.3%   82.3%    83.5%          -1.5%        6.7%
Molded Plastics          18.7    17.7     16.5            5.3        15.9

                        100.0   100.0    100.0           -0.3         8.2
Cost of Sales            68.2    66.5     66.1            2.2         8.8
Selling, General and
 Administrative Expense  20.0    19.6     19.3            2.2         9.4
Depreciation and
 Amortization             2.9     3.0      4.0           -3.7       -18.1
Interest Expense          1.2     1.9      2.0          -36.8         5.3
Income from Operations    7.7     9.0      8.6          -15.2        13.8
Other Income              0.2     0.3     -0.1          -35.9       907.7
Income Before Provision
 for Income Taxes         7.9     9.3      8.5          -16.0        18.8
Provision for Income
 Taxes                    3.2     3.6      3.2          -14.7        22.5
Net Income                4.7%    5.7%     5.3%         -16.9%       16.5%

(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

                            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 a little more than 2%, 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.

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 17% decline in net income and earnings per
share.


II-4


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

(3) Results of Operations (Continued)


                             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 nearly 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.

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

Comprehensive income increased by 16%, with earnings of $2.55 per share,
versus $2.19 per share during the prior year.  Income taxes were diminished
to the extent allowed by the contribution credit carried forward from 1998.


II-5


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

(3) Results of Operations (Continued)


                             1999 Compared to 1998
                             ---------------------
Absent the material and unusual transaction during 1998, in which the Company
sold its Real Estate Investment Asset, operations during 1999 closely tracked
both of the preceding years in many respects.

In the comparison of 1999 to 1998, overall net sales decreased by less than
2%.  On a segment of business basis, candied fruit sales declined by over
5.5%, while plastics sales increased nearly 23%.

In the fruit segment, gross sales remained fairly constant, the difference in
net sales being entirely due to an excess of returns of merchandise sold
during 1998, but received and credited during 1999.  As disclosed in past
filings, it is trade practice among almost all sellers of "holiday" or
seasonal merchandise to allow for the return by buyers of unsold merchandise
at the end of the season.  In addition, many supermarket chains have
established "reclamation centers", which have become profit centers within
themselves, and have added to the burden of most vendors.  Also, it has been
disclosed previously that the Company sets aside certain percentages of
current sales as a provision for anticipated lost profits on returns.

In plastics, sales to unaffiliated customers grew by nearly 23%, as the
Company continued to build its custom molding and value added business, a
focus begun several years ago, when generic and other low value items were
removed from production.  Management continues to be optimistic about the
growth potential of this segment.

In comparing the year just ended with the prior year, when expressed as a
proportion of sales, there was less than a 1% variation in costs of goods
sold; selling, general and administrative expenses; depreciation and
amortization; and interest.  In other words, there was little significant
change in the broad classifications of operating expenses.  There were some
increases in hourly wage rates, salaries, group medical coverage, the costs
of some raw materials, and several other areas.

There was, however, a material change in after-tax earnings.  Of the $859,000
or over 42% difference, almost $575,000 or nearly 29% was directly
attributable to the after-tax profits derived from the 1998 sale of the Real
Estate Asset.  Much of the balance of the difference arose from the volume of
1998 sales returned during 1999, for which the provision for lost profits on
returns was not adequately reserved during 1998.

During 1999, management limited sales to customers with high returns during
the prior year.  Indications, both at year-end and subsequent to closing, are
that returns of 1999 sales during the year 2000 will be materially less, and
that provisions made for lost profits in the accompanying financial
statements will be adequate.


II-6


Item 7.  Financial Statements







INDEPENDENT AUDITORS' REPORT

March 13, 2002


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, 2001, 2000 and 1999, 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, 2001, 2000 and 1999, 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-7


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

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

                                    ASSETS
                                    ------
                                                  DECEMBER 31,
                                       2001           2000  *         1999  *
                                      ------         ------          ------
CURRENT ASSETS:
Cash                             $   2,589,047   $  1,688,697    $  1,199,661
Accounts Receivable, Net of
 Allowance for Doubtful
 Accounts of $ -0-                   1,822,228      2,371,559       2,680,782
Inventories                          5,768,066      5,994,695       5,716,213
Prepaid Expenses and Other
 Current Assets                        480,667        476,689         316,074
Deferred Income Tax Asset              286,290        362,446         469,766
Income Tax Refund Receivable           127,958         52,455         103,592
                                    ----------     ----------      ----------

  Total Current Assets              11,074,256     10,946,541      10,486,088







PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of
 $15,394,933 (2001), $14,784,925
 (2000) and $14,108,805 (1999)       6,180,961      5,793,359       5,792,081







OTHER ASSETS                           750,311        674,095         652,667
                                    ----------     ----------     -----------







TOTAL ASSETS                      $ 18,005,528   $ 17,413,995    $ 16,930,836
                                    ==========     ==========      ==========


*  As Restated (Note 17)

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


II-8






LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

                                                  DECEMBER 31,
                                        2001          2000  *         1999  *
                                       ------        ------          ------
CURRENT LIABILITIES:
Short-Term Debt                    $    283,052   $   223,936      $  200,460
Accounts Payable                        740,431       714,282         466,031
Accrued Expenses                      1,657,469     1,953,691       1,694,334
Dividends Payable                       186,750       212,718         186,818
Accrued Taxes on Income                                84,381         136,530
Current Portion of Long-Term Debt       178,044       333,263       1,060,026
                                     ----------     ---------       ---------

Total Current Liabilities             3,045,746     3,522,271       3,744,199

LONG-TERM DEBT,
 NET OF CURRENT PORTION                 725,332       516,062         849,325

DEFERRED INCOME TAX LIABILITY           362,191       372,050         411,370
                                      ---------     ---------       ---------

Total Liabilities                     4,133,269     4,410,383       5,004,894

STOCKHOLDERS' EQUITY:
Common Stock, $.30 Par Value,
 2,000,000 Shares Authorized,
 582,721 Shares Issued, 518,977 Shares
 Outstanding in 2001 and 2000 and
 519,170 Shares Outstanding in 1999     174,816       174,816         174,816
Capital in Excess of Par Value        1,288,793     1,288,793       1,288,793
Retained Earnings                    12,768,002    11,850,625      10,736,538
Unrealized Holding Gain (Loss)
 on Securities                     (     82,433 )(     33,703 )

Less: Common Stock in Treasury,
      at Cost, 63,744 Shares in
      2001 and 2000 and 63,551
      Shares in 1999                    276,919       276,919         274,205
                                     ----------    ----------      ----------

Total Stockholders' Equity           13,872,259    13,003,612      11,925,942
                                     ----------    ----------      ----------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY             $  18,005,528  $ 17,413,995    $ 16,930,836
                                     ==========    ==========      ==========





*  As Restated (Note 17)


II-9


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

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

                                       FOR THE YEARS ENDED DECEMBER 31,
                                      2001           2000  *        1999  *
                                     ------         ------         ------

NET SALES                        $ 23,245,954   $ 23,311,355   $ 21,544,323
                                   ----------     ----------     ----------
COSTS AND EXPENSES:
 Cost of Goods Sold                15,844,888     15,500,871     14,248,162
 Selling, General and
  Administrative Expenses           4,661,273      4,561,279      4,167,803
 Depreciation and Amortization        680,760        707,224        863,274
 Interest Expense                     280,738        444,129        421,615
                                   ----------     ----------     ----------

   Total Costs and Expenses        21,467,659     21,213,503     19,700,854
                                   ----------     ----------     ----------

INCOME FROM OPERATIONS              1,778,295      2,097,852      1,843,469

OTHER INCOME (EXPENSE) - NET           51,513         80,356    (     9,949 )
                                   ----------     ----------     ----------

INCOME BEFORE PROVISION
 FOR INCOME TAXES                   1,829,808      2,178,208      1,833,520

PROVISION FOR INCOME TAXES            730,658        856,381        699,041
                                   ----------     ----------     ----------

NET INCOME                          1,099,150      1,321,827      1,134,479

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

COMPREHENSIVE INCOME             $  1,050,420   $  1,288,124   $  1,134,479
                                   ==========     ==========     ==========

EARNINGS PER SHARE:

Basic                                  $ 2.12         $ 2.55         $ 2.19
                                         ====           ====           ====

Diluted                                $ 2.12         $ 2.55         $ 2.19
                                         ====           ====           ====


*  As Restated (Note 17)



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


II-10



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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
----------------------------------------------------

                                                                  UNREALIZED
                                    CAPITAL IN                   HOLDING GAIN
                          COMMON    EXCESS OF      RETAINED       (LOSS) ON
                          STOCK     PAR VALUE      EARNINGS       SECURITIES
                          ------    ----------     --------       ----------
Balance, December 31,
 1998, as Previously
 Reported               $ 174,816   $ 1,288,793   $ 9,817,895   $

Prior Period Adjustment
 (Note 17)                                        (    33,996 )
                          -------     ---------     ---------       -------
Adjusted Balance of
 Stockholders' Equity at
 December 31, 1998        174,816     1,288,793     9,783,899

Cash Dividends Declared,
 $.35 per Share                                   (   181,840 )

Net Income (as Restated)                            1,134,479
                          -------     ---------    ----------       ------

Balance, December 31,
 1999 (as Restated)       174,816     1,288,793    10,736,538

Purchase of 193 Shares of
 Treasury Stock

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

Other Comprehensive Loss                                           ( 33,703 )

Net Income (as Restated)                            1,321,827
                           -------     ---------    ----------       ------

Balance, December 31, 2000
 (as Restated)            174,816     1,288,793    11,850,625      ( 33,703 )

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

Other Comprehensive Loss                                           ( 48,730 )

Net Income                                          1,099,150
                          -------     ---------    ----------       -------

Balance, December 31,
 2001                   $ 174,816   $ 1,288,793  $ 12,768,002     $( 82,433 )
                          =======     =========    ==========      ========
The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements


II-11


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

$( 274,205 )     $  11,007,299

                  (     33,996 )
   -------          ----------

 ( 274,205 )        10,973,303


                  (    181,840 )

                     1,134,479
   -------          ----------

 ( 274,205 )        11,925,942


 (   2,714 )      (      2,714 )


                  (    207,740 )

                  (     33,703 )

                     1,321,827
   -------          ----------

 ( 276,919 )        13,003,612


                  (    181,773 )

                  (     48,730 )

                     1,099,150
   -------          ----------

$( 276,919 )     $  13,872,259
   =======          ==========


II-12


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

CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------

                                       FOR THE YEARS ENDED DECEMBER 31,
                                       2001         2000  *       1999  *
                                      ------       ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $  1,099,150  $  1,321,827 $  1,134,479
 Adjustments to Reconcile Net
  Income to Net Cash Provided by
  (Used in) Operating Activities:
   Increase in Net Deferred Income
    Tax Liability                        66,297        68,000       27,511
    Depreciation and Amortization       680,760       707,224      863,274
    Loss on Sale of Assets                  735         2,943        2,301
    Gain on Sale of Investments                   (     5,917 )
   Decrease (Increase) in:
    Accounts Receivable                 549,331       309,223  ( 1,927,310 )
    Inventories                         226,629   (   278,482 )(    51,308 )
    Prepaid Expenses                (     3,978 ) (   160,615 )(    37,696 )
    Refund Receivable               (    75,503 )      51,137      187,397
    Other Assets                    (   107,438 ) (    48,821 )(    87,677 )
   Increase (Decrease) in:
    Accounts Payable                     26,149       248,251  (   410,331 )
    Accrued Expenses                (   296,222 )     259,357  (    93,746 )
    Accrued Taxes on Income         (    84,381 ) (    52,149 )    136,530
                                      ---------     ---------    ---------
     Net Cash Provided by (Used in)
      Operating Activities            2,081,529     2,421,978  (   256,576 )
                                      ---------     ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of Property, Plant and
  Equipment                         (   944,533 ) (   698,036 )( 1,038,827 )
 Proceeds from Sale of Assets             1,000         6,000        2,000
 Purchase of Investments            (       674 ) (   280,154 )
 Proceeds from Sale of Investments                    260,352
                                      ---------     ---------    ---------
     Net Cash Used in Investing
      Activities                    (   944,207 ) (   711,838 )( 1,036,827 )
                                      ---------     ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments) of
  Short-Term Debt                        59,116        23,476  (    12,118 )
 Proceeds from Issuance of
  Long-Term Debt                        180,981                    825,000
 Principal Payments on Long-Term
  Debt                              (   239,862 ) ( 1,060,026 )(   773,227 )
 Dividends                          (   207,740 ) (   181,840 )(   233,794 )
 Increase in Other Assets           (    29,467 )              (    41,443 )
 Purchase of Treasury Stock                       (     2,714 )
                                      ---------     ---------    ---------
     Net Cash Used in Financing
      Activities                    (   236,972 ) ( 1,221,104 )(   235,582 )
                                      ---------     ---------    ---------

     Net Increase (Decrease) in Cash    900,350       489,036  ( 1,528,985 )

CASH, at Beginning of Year            1,688,697     1,199,661    2,728,646
                                      ---------     ---------    ---------

CASH, at End of Year               $  2,589,047  $  1,688,697 $  1,199,661
                                      =========     =========    =========

*  As Restated (Note 17)


II-13


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

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

                                         FOR THE YEARS ENDED DECEMBER 31,
                                        2001           2000           1999
                                       ------         ------         ------
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

Cash Paid During the Year for:

   Interest                           $ 280,323      $ 435,510     $ 421,844
                                        =======        =======       =======

   Income Taxes                       $ 875,556      $ 871,577     $ 535,000
                                        =======        =======       =======


SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

Long-Term Debt Assumed or Issued for:

Equipment Purchases or
 Capital Leases                       $ 112,932      $       0     $  67,271
                                        =======         ======        ======
Unrealized Holding Loss on
 Securities                          $(  48,730 )    $( 33,703 )   $       0
                                        =======         ======        ======


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-14


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2001, 2000 AND 1999
--------------------------------


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:  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.

NOTE 2:  INVENTORIES
                                    2001             2000             1999
                                   ------           ------           ------

Supplies                        $   148,157      $    87,042      $   119,663
Raw Materials                     1,312,164        1,221,380        1,020,612
Work in Progress                    371,624          143,399          402,939
Finished Goods                    3,936,121        4,542,874        4,172,999
                                  ---------        ---------        ---------

TOTAL                           $ 5,768,066      $ 5,994,695      $ 5,716,213
                                  =========        =========        =========

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

                                      2001             2000          1999
                                     ------           ------        ------

Land and Improvements             $    856,040     $    856,040  $    856,040
Buildings and Improvements           5,865,036        5,828,611     5,738,010
Machinery and Equipment             14,556,497       13,893,633    13,306,836
                                    ----------       ----------    ----------

Total                               21,277,573       20,578,284    19,900,886
Less:  Accumulated Depreciation     15,394,933       14,784,925    14,108,805
                                    ----------       ----------    ----------

                                     5,882,640        5,793,359     5,792,081
Construction in Progress               298,321
                                    ----------       ----------    ----------

NET                               $  6,180,961     $  5,793,359  $  5,792,081
                                    ==========       ==========    ==========


II-15


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2001, 2000 AND 1999
--------------------------------

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, 2001, 2000 and 1999 was
$668,127, $687,815 and $715,998, 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:

                                        2001         2000         1999
                                       ------       ------       ------
Money Market and Mutual Funds,
 at cost                            $  282,173   $  281,499    $ 255,780
Gross Unrealized Losses              (  82,433 )  (  33,703 )
                                       -------      -------      -------
Total Marketable Securities,
 at Fair Value                      $  199,740   $  247,796    $ 255,780
                                       =======      =======      =======


II-16


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2001, 2000 AND 1999
-------------------------------


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:

                                  2001          2000           1999
                                 ------        ------         ------

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

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

                                           2001         2000        1999
                                          ------       ------      ------

Trade acceptances, letters of credit
 and other short-term debt.             $ 283,052    $ 223,936   $ 200,460
                                          -------      -------     -------

TOTAL                                   $ 283,052    $ 223,936   $ 200,460
                                          =======      =======     =======


II-17


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2001, 2000 AND 1999
--------------------------------


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
           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


                                                          WEIGHTED AVERAGE
           1999                      AMOUNT                 INTEREST RATE
          ------                    --------             ------------------

Average bank short-term
 borrowings (monthly)             $  2,517,482                   8.30%

Average aggregate short-term
 borrowings (monthly)             $  4,208,652                   5.76%

Maximum aggregate short-term
 borrowings (at any month-end)    $ 10,003,392


II-18


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 3l, 2001, 2000 AND 1999
--------------------------------

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, 2001 was $3,875,234, at December 31, 2000 was $4,294,568 and at
December 31, 1999 was $4,393,432.

NOTE 6:   LONG-TERM DEBT
                                        2001          2000          1999
                                       ------        ------        ------
Prime plus 1% note(s), collateralized
 by accounts receivable, inventories
 and equipment.  Monthly payments of
 $6,875 plus interest.               $ 584,375     $ 666,875    $ 1,516,291

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

Obligations under capital leases.
 Monthly payments totaling $18,965
 Including interest at rates ranging
 from 6.40% to 9.18%, collateralized
 by equipment.                         298,365       182,450       393,060
                                       -------       -------     ---------

Total Debt                             903,376       849,325     1,909,351
Less, Current Portion                  178,044       333,263     1,060,026
                                       -------       -------     ---------

LONG-TERM DEBT                       $ 725,332     $ 516,062   $   849,325
                                       =======       =======     =========
The aggregate principal amounts maturing in each of the subsequent years are:

                         2002            $ 178,044
                         2003              154,819
                         2004              143,875
                         2005              148,547
                         2006              106,217
                      Subsequent           171,874
                                           -------

                         Total           $ 903,376
                                           =======


II-19


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------

NOTE 7:   LEASES

The Company has certain equipment leases which are classified as capital
leases.  At December 3l, 2001, 2000 and 1999, the amount capitalized was
$1,198,460, $1,009,636 and $1,009,636, respectively, and the accumulated
amortization was $607,426 (2001), $558,742 (2000) and $439,692 (1999).  The
amount recognized as an obligation was $298,365, $182,450 and $393,060,
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 $69,080 (2001), $63,063 (2000) and $61,419
(1999).

At December 31, 2001, 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
     ---------------------------        --------------      ---------
                2002                       $ 110,670        $  54,043
                2003                          81,813           35,865
                2004                          66,008           16,478
                2005                          66,007            9,738
                2006                          20,506            2,790
                                             -------          -------
     Total Minimum Lease Payments            345,004        $ 118,914
     Less, Amount Representing Interest       46,639          =======
                                             -------
     PRESENT VALUE OF FUTURE MINIMUM
       CAPITAL LEASE PAYMENTS              $ 298,365
                                             =======
NOTE 8:   ACCRUED EXPENSES
                                       2001           2000         1999
                                      ------         ------       ------
Accrued Payroll and Bonuses        $   397,529    $   452,754  $   464,528
Accrued Brokerage Payable              345,183        373,850      263,722
Accrued Pension Cost (Note 9)          121,978        148,451      175,136
Provision for Unrealized Profit
   on Retail Returns                   299,000        327,000      354,000
Other Accrued Expenses                 112,639        137,389      122,597
Accrued Credit Due to Customers        241,877        363,934      234,896
Accrued Insurance Payable              139,263        150,313       79,455
                                     ---------      ---------    ---------
TOTAL                              $ 1,657,469    $ 1,953,691  $ 1,694,334
                                     =========      =========    =========

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-20


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------

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 2001, 2000 and l999 was
$72,713, $69,381 and $156,012, 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 both fixed income assets
and whole life insurance contracts.  The plan has no significant non-benefit
liabilities.  During 1999, the plan was amended to eliminate insured survivor
benefits for new participants joining the plan on or after December 1, 1999.

The following table sets forth the changes in benefit obligations, changes in
plan assets and the reconciliation of funded status for 2001, 2000 and 1999:

                                      2001          2000           1999
                                     ------        ------         ------
Change in Benefit Obligation:
Benefit Obligation at Beginning
 of Year                         $  2,128,773  $  2,177,688    $  3,107,332
Service Cost                          113,132       115,889         124,933
Interest Cost                         139,363       135,471         167,507
Actuarial (Gain) Loss                 166,743   (   133,965 )   (   300,707 )
Benefits Paid                     (    13,208 ) (   166,310 )   (     2,134 )
Settlement Amount                 (   314,515 )                 (   919,243 )
EGTRRA Changes                         42,698
                                    ---------     ---------       ---------
Benefit Obligation at End of Year   2,262,986     2,128,773       2,177,688
                                    ---------     ---------       ---------
Change in Plan Assets:
Fair Value of Plan Assets at
 Beginning of Year                  2,036,842     2,047,241       2,787,022
Actual Return on Plan Assets          479,980        59,845          94,931
Employer Contributions                 99,186        96,066          86,665
Benefits Paid                     (    13,208 ) (   166,310 )   (     2,134 )
Settlement Amount                 (   314,515 )                 (   919,243 )
                                    ---------     ---------       ---------
Fair Value of Plan Assets at
 End of Year                        2,288,285     2,036,842       2,047,241
                                    ---------     ---------       ---------


II-21


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------


NOTE 9:    RETIREMENT PLAN (CONTINUED)

                                    2001           2000           1999
                                   ------         ------         ------
Reconciliation of Funded Status:
Funded Status (Underfunded)
 Overfunded                          25,299    (    91,931 )  (   130,447 )
Unrecognized Net Actuarial Loss      25,613        180,907        214,577
Unrecognized Transition Obligation      902         15,851         30,800
Unrecognized Prior Service Cost (   173,792 )  (   253,278 )  (   290,066 )
                                  ---------      ---------      ---------

Accrued Benefit Cost           $(   121,978 ) $(   148,451 ) $(   175,136 )
                                  =========      =========      =========

The Net Periodic Benefit Cost for 2001, 2000 and 1999 included the following
components:

                                     2001         2000           1999
                                    ------       ------         ------

Service Cost                     $  113,132   $  115,889     $  124,933
Interest Cost                       139,363      135,471        167,507
Expected Return on Plan Assets    ( 161,572 )  ( 160,140 )    ( 221,489 )
Recognized Net Actuarial Loss                                    16,333
Amortization of Transition
 Obligation                          14,949       14,949         14,949
Amortization of Prior Service
 Cost                             (  36,788 )  (  36,788 )    (  36,788 )
Loss on Settlement                    3,629                      90,567
                                    -------     --------        -------

Net Periodic Benefit Cost        $   72,713   $   69,381     $  156,012
                                    =======     ========        =======

                                     Weighted-Average Assumptions Used:

                                      2001          2000         1999
                                     ------        ------       ------

Discount Rate                         6.50%         6.75%        6.50%
Expected Long-Term Rate of Return     6.50%         8.00%        8.00%
Rate of Compensation Increase         4.05%         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.  Settlements took place during 2001 and 1999
as a result of lump-sum cash payments.  The resulting recognized loss was
$3,629 for 2001 and $90,567 for 1999.


II-22


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------

NOTE 10:   PROVISION FOR FEDERAL AND STATE INCOME TAXES

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

                            2001               2000                1999
                           ------             ------              ------
CURRENT:
Federal                  $ 567,237          $ 672,629           $ 572,377
State                       97,124            115,752              99,153
                           -------            -------             -------

                           664,361            788,381             671,530
                           -------            -------             -------
DEFERRED:
Federal                     56,607             58,061              23,490
State                        9,690              9,939               4,021
                           -------            -------             -------

                            66,297             68,000              27,511
                           -------            -------             -------
TOTAL PROVISION FOR
 INCOME TAXES            $ 730,658          $ 856,381           $ 699,041
                           =======            =======             =======

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

                                         2001          2000          1999
                                        ------        ------        ------
Income Taxes Computed at
 Statutory Rate                       $ 622,135     $ 740,591     $ 627,669
State Income Tax, Net of Federal
 Income Tax Benefit                      70,497        82,956        68,095
Other, Net                               38,026        32,834         3,277
                                        -------       -------       -------

PROVISION FOR INCOME TAXES            $ 730,658     $ 856,381     $ 699,041
                                        =======       =======       =======

EFFECTIVE TAX RATE                        39.9%         39.3%        37.9%
                                          ====          ====         ====

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
(518,977 shares in 2001, 519,113 shares in 2000 and 519,170 shares in 1999
for basic) and (518,977 shares in 2001, 519,113 shares in 2000 and 519,170
shares in 1999 for diluted).


II-23


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
---------------------------------

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.

 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         2001              2000             1999
                                 ------            ------           ------

Candied Fruit:
Sales to Unaffiliated
 Customers                    $ 18,901,979       $ 19,185,446    $ 17,982,873

Molded Plastics:
Sales to Unaffiliated
 Customers                       4,343,975          4,125,909       3,561,450
                                ----------         ----------      ----------

NET SALES                     $ 23,245,954       $ 23,311,355    $ 21,544,323
                                ==========         ==========      ==========


II-24


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
---------------------------------


NOTE 12:   BUSINESS SEGMENT DATA (CONTINUED)

                                   YEAR            YEAR            YEAR
                                   ENDED           ENDED           ENDED
                                   2001            2000            1999
                                  ------          ------          ------
THE OPERATING PROFIT OF
EACH SEGMENT IS LISTED BELOW

Candied Fruit                 $  5,610,866    $  6,193,174    $  5,566,927

Molded Plastics                  1,181,379         985,490       1,066,524
                                 ---------       ---------       ---------

OPERATING PROFIT OF SEGMENTS     6,792,245       7,178,664       6,633,451

General Corporate Expenses,
 Net                           ( 4,733,212 )   ( 4,636,683 )   ( 4,368,367 )
Interest Expense               (   280,738 )   (   444,129 )   (   421,615 )
Other Income                        51,513          80,356     (     9,949 )
                                 ---------       ---------       ---------
INCOME BEFORE PROVISION FOR
 INCOME TAXES                 $  1,829,808    $  2,178,208    $  1,833,520
                                 =========       =========       =========

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
                                   2001            2000             1999
                                  ------          ------           ------
IDENTIFIABLE ASSETS OF EACH
 SEGMENT ARE LISTED BELOW

Candied Fruit                 $  9,472,880     $ 10,307,912     $ 10,506,917

Molded Plastics                  2,998,411        2,792,414        2,503,913
                                ----------       ----------       ----------

Identifiable Assets             12,471,291       13,100,326       13,010,830

General Corporate Assets         5,534,237        4,313,669        3,920,006
                                ----------       ----------       ----------

TOTAL ASSETS                  $ 18,005,528     $ 17,413,995     $ 16,930,836
                                ==========       ==========       ==========


II-25


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------

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
                                    2001              2000             1999
                                   ------            ------           ------
DEPRECIATION AND
 AMORTIZATION EXPENSE OF
 EACH SEGMENT ARE LISTED BELOW

Candied Fruit                     $ 403,456         $ 410,798       $ 520,541

Molded Plastics                     205,365           221,022         248,518
                                    -------           -------         -------
Segment Depreciation and
 Amortization Expense               608,821           631,820         769,059

General Corporate Depreciation
 and Amortization Expense            71,939            75,404          94,215
                                    -------           -------         -------
TOTAL DEPRECIATION AND
 AMORTIZATION EXPENSE             $ 680,760         $ 707,224       $ 863,274
                                    =======           =======         =======

                                    YEAR               YEAR            YEAR
                                    ENDED              ENDED           ENDED
                                    2001               2000            1999
                                   ------             ------          ------
CAPITAL EXPENDITURES OF
 EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $   192,781         $ 319,055     $   915,626

Molded Plastics                     438,371           282,355          97,381
                                  ---------           -------       ---------

Segment Capital Expenditures        631,152           601,410       1,013,007

General Corporate Capital
 Expenditures                       426,313            96,626          93,093
                                  ---------           -------       ---------

TOTAL CAPITAL EXPENDITURES      $ 1,057,465         $ 698,036     $ 1,106,100
                                  =========           =======       =========


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


II-26


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------

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 2001, 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.  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 $2,769,856 at December 31, 2001.  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, 2001, 2000 and 1999 were:

                                        2001          2000          1999
                                       ------        ------        ------
Deferred Tax Assets resulting from:
 Inventory Valuation                 $ 157,418     $ 123,006    $  152,032
 Book Provision for Loss of Profits    112,514       123,050       133,210
 Book Accrued Sales Tax Liability                     45,356        33,150
 Contribution Carryforward              16,358        71,034       151,374
                                       -------       -------       -------
Total Deferred Tax Assets              286,290       362,446       469,766
                                       -------       -------       -------

Deferred Tax Liabilities resulting from:
 Tax over Book Depreciation            362,191       372,050       411,370
                                       -------       -------       -------
Total Deferred Tax Liabilities         362,191       372,050       411,370
                                       -------       -------       -------

Net Deferred Tax (Asset) Liability   $  75,901     $   9,604    $(  58,396 )
                                       =======       =======       =======

The Net Deferred Tax (Asset)
 Liability is reflected in the
 Balance Sheet under these captions:
  Deferred Income Tax Asset         $( 286,290 )  $( 362,446 )  $( 469,766 )
  Deferred Income Tax Liability        362,191       372,050       411,370
                                       -------       -------       -------

                                    $   75,901    $    9,604    $(  58,396 )
                                       =======       =======       =======


II-27


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------

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

During 2001, the Company was audited by the Florida Department of Revenue.
This audit revealed unpaid sales and use tax liabilities from prior periods.
A prior period adjustment was recorded to show the sales and use tax owed and
interest payable on those amounts in the proper periods. The adjustment
decreased retained earnings as previously reported at December 31, 2000,
1999, and 1998 by $75,174, $54,942, and $33,996, respectively.  Net income as
previously reported for the years ended December 31, 2000 and 1999 decreased
by $20,232 and $20,946, respectively.

For the year ended December 31, 2000, the adjustment increased cost of goods
sold by $22,494, increased interest expense by $9,944, decreased the
provision for income taxes by $12,206, increased accrued liabilities by
$120,530 and increased deferred income tax asset by $45,356.

For the year ended December 31, 1999, the adjustment increased cost of goods
sold by $26,104, increased interest expense by $7,480, decreased the
provision for income taxes by $12,638, increased accrued liabilities by
$88,092 and increased deferred income tax asset by $33,150.


II-28


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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------


NOTE 18:   QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected quarterly financial data is summarized as follows:

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

NET SALES             $  1,350,562 $  2,155,290   $  8,602,307  $ 11,127,795
GROSS PROFIT (LOSS)        304,722  (   821,817 )    3,413,754     2,860,773
NET INCOME (LOSS)      (   715,381 )(    52,397 )    1,428,513       438,415
EARNINGS (LOSS)
 PER COMMON SHARE          $( 1.38 )    $( 0.10 )       $ 2.75        $ 0.84


                                            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 )    796,996      3,871,165     3,228,370
NET INCOME (LOSS)      (   879,806 )(   222,621 )    1,755,401       668,853
EARNINGS (LOSS)
 PER COMMON SHARE         $ ( 1.69 )    $( 0.43 )       $ 3.38        $ 1.29


                                            QUARTER ENDED
      1999              March 31      June 30     September 30   December 31
      ----              --------      -------     ------------   -----------

NET SALES             $  1,269,380 $  1,610,547   $  9,439,028  $  9,225,368
GROSS PROFIT               142,090      219,699      3,872,545     3,061,827
NET INCOME (LOSS)      (   666,640 )(   722,950 )    1,958,464       565,605
EARNINGS (LOSS)
 PER COMMON SHARE          $( 1.28 )    $( 1.39 )       $ 3.77        $ 1.09






II-29


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

None


II-30


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 -            President of the Registrant, 68 years old.
                              Term of office will expire at next
                              stockholders' meeting.  Officer with
                              Registrant past 37 years.

Eugene L. Weiner -            Director and Executive Vice-President,
                              Secretary and Treasurer of the Registrant,
                              70 years old.  Term of office will expire at
                              next stockholders' meeting.  Officer with
                              Registrant past 36 years.

Randy S. Gordon -             Vice President for Plastics Sales of the
                              Registrant, 46 years old. Term of office
                              will expire at next stockholders' meeting.
                              Employee of Registrant past 23 years.

Tracy W. Schulis -            Vice President for Fruit Sales of the
                              Registrant, 45 years old.  Term of office
                              will expire at next stockholders' meeting.
                              Employee of Registrant past 22 years.

Mark H. Gordon -              Vice President, Manager of Fruit
                              Manufacturing, 39 years old.  Term of office
                              will expire at next stockholders' meeting.
                              Employee of Registrant past 16 years.


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

Melvin S. Gordon -            President, 68 years old. Term of office will
                              expire at next annual directors' meeting.
                              Officer with Registrant past 37 years.

Eugene L. Weiner -            Executive Vice-President, Secretary,
                              Treasurer, 70 years old.  In charge of
                              operations.  Term of office will expire at
                              next annual directors' meeting.  Officer
                              with Registrant past 36 years.


III-1


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

(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 information is set forth with respect to all
             remuneration paid or accrued by the Company and its
             subsidiaries during the year ended December 31, 2001 to
             its officers and directors as a group.  Pursuant to
             regulation S-B Item 402 (a)(2)(i) and (ii) the Company's
             five most highly paid executive officers or directors,
             included in the group total, whose total remuneration
             exceeds $100,000 are separately listed.


III-2


Item 10.    Executive Compensation (Continued)

                                    COMPENSATION
                                    ------------

 NAME OF INDIVIDUAL                                 ESTIMATED PROJECTED
   AND CAPACITY                                       ANNUAL BENEFITS
  IN WHICH SERVED           SALARY (1)      BONUS     PAYABLE (3) (4)
--------------------       -----------     -------  ------------------

All Directors and
 Officers as a Group
 (5 Persons)

Melvin S. Gordon,
 President and
 Director                 $ 349,642 (2)   $ 71,100          (6)

Eugene L. Weiner,
 Executive Vice-
 President and
 Director                 $ 312,625 (2)   $ 63,000          (5)

Randy S. Gordon,
 Vice-President
 and Director             $ 180,807       $ 44,331       $ 71,327

Tracy W. Schulis,
 Vice-President
  and Director            $ 180,496       $ 44,331       $ 71,327

Mark H. Gordon,
 Vice-President
 and Director             $ 180,291       $ 44,331       $ 71,327



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

1.   Included are charges for the personal use of Company automobiles
     and PS-58 Costs.

2.   A deferred compensation plan was approved by The Board of
     Directors during 1995 to be funded beginning in 1996.  Funding
     continued until 1998, but was discontinued during 1999.


                                   III-3


Item 10.    Executive Compensation (Continued)

3.          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.

4.          As of the latest available actuarial valuation date.

5.          Received a lump-sum distribution in 1996.

6.          Received a lump-sum distribution in 1999.


(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, 2001,
      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
-------------------      --------      ---------------         --------
Estate of
Frank A. Weaner          Common
c/o Melvin Gordon
2611 Bayshore Blvd.
Tampa, Florida                            141,760               27.3%

Melvin S. Gordon         Common
2611 Bayshore Blvd.
Tampa, Florida                             60,892               11.7
                                          -------               ----

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

(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
                                           =======           ====

Estate of
Frank A. Weaner        Common              141,760           27.3

Melvin S. Gordon       Common               60,892           11.7

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.

(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 - 23

            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, 2001.


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














III-7
                               SIGNATURES
                               ----------

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




  March 27, 2002                                PARADISE, INC.
------------------
Date

                                                s/Melvin S. Gordon
                                                ------------------
                                                Melvin S. Gordon
                                                President


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     President and Director    March 27, 2002
-----------------------                             --------------
Melvin S. Gordon                                    Date



  s/ Eugene L. Weiner     Executive Vice President
-----------------------   and Director-Principal
Eugene L. Weiner          Financial and Accounting
                          Officer                   March 27, 2002
                                                    --------------
                                                    Date


  s/ Randy S. Gordon      Vice President and
----------------------    Director                  March 27, 2002
Randy S. Gordon                                     --------------
                                                    Date


  s/ Tracy W. Schulis    Vice President and
----------------------   Director                   March 27, 2002
Tracy W. Schulis                                    --------------
                                                    Date


  s/ Mark H. Gordon      Vice President and
---------------------    Director                   March 27, 2002
Mark H. Gordon                                      --------------
                                                    Date






                               SIGNATURES
                               ----------

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



  March 27, 2002                                  PARADISE, INC.
------------------
Date



---------------------------------
Melvin S. Gordon
President


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.



--------------------------  President and Director      March 27, 2002
Melvin S. Gordon                                        --------------
                                                        Date


--------------------------  Executive Vice President
Eugene L. Weiner            and Director-Principal
                            Financial and Accounting    March 27, 2002
                            Officer                     --------------
                                                        Date


--------------------------  Vice President and          March 27, 2002
Randy S. Gordon             Director                    --------------
                                                        Date


--------------------------  Vice President and          March 27, 2002
Tracy W. Schulis            Director                    --------------
                                                        Date


--------------------------  Vice President and          March 27, 2002
Mark H. Gordon              Director                    --------------
                                                        Date