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, 2007
                         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  33563
                        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:             $ 25,480,339

State the aggregate market value of the voting stock held by non-affiliates
of the registrant, $5,806,820 (as of January 31, 2008, bid price $19.25)

   Class                                  Outstanding at December 31, 2007
-----------                               --------------------------------

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes     No x
                                     ---    ---

Transitional Small Business Disclosure Format (check one): Yes    No x
                                                              ---   ---



















































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

2007 FORM 10-KSB ANNUAL REPORT
                                 TABLE OF CONTENTS
                                 -----------------
                                       PART I
                                      --------

Item 1.     Description of Business                                   I-1 - I-5

Item 2.     Description of Property                                         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 and Small Business
             Issuer Purchases of Equity Security                    II-1 - II-2

Item 6.     Management's Discussion and Analysis or
             Plan of Operation                                     II-3 - II-10

Item 7.     Financial Statements                                  II-11 - II-43

Item 8.     Changes In and Disagreements with Accountants
             on Accounting and Financial Disclosure                       II-44

Item 8A.    Controls and Procedures                                       II-44

Item 8B.    Management's Annual Report on Internal
             Control over Financial Reporting                     II-45 - II-46

                                      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-3 - III-4

Item 11.    Security Ownership of Certain Beneficial Owners
             and Management and Related Stockholder Matters       III-4 - III-5

Item 12.    Certain Relationships and Related Transactions                III-6

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

Item 14.    Principal Accountant Fees and Services                        III-7

            SIGNATURES                                                    III-8
PART I

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

Forward-Looking Statements

    This Annual Report on Form 10-KSB contains "forward-looking statements"
    within the meaning of Section 21E of the Securities Exchange Act of 1934,
    as amended.  All statements other than statements of historical fact should
    be considered "forward-looking statements" for purposes of these
    provisions, including statements that include projections of, or
    expectations about, earnings, revenues or other financial items, statements
    about our plans and objectives for future operations, statements concerning
    proposed new products or services, statements regarding future economic
    conditions or performance, statements concerning our expectations regarding
    the attraction and retention of customers, statements about market risk and
    statements underlying any of the foregoing.  In some cases, forward-looking
    statements can be identified by the use of such terminology as "may,"
    "will," "expects," "plans," "anticipates," "intends," "believes,"
    "estimates," "potential," or "continue," or the negative thereof or
    other similar words.  Although we believe that the expectations reflected
    in our forward-looking statements are reasonable, we can give no assurance
    that such expectations or any of our forward-looking statements will prove
    to be correct.  Actual results and developments are likely to be different
    from, and may be materially different from, those expressed or implied by
    our forward-looking statements.  Forward-looking statements are subject to
    inherent risks and uncertainties.

(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, based on market conditions, the
                                   processing of frozen strawberry products for
                                   sale to commercial and institutional users
                                      I-1
Item 1. Description of Business (Continued)

                                   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 11 in Part II, Item 7 of
    this Annual Report.

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

    In terms of candied fruit dollar sales, during 2007, 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.

    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.

    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 85% 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.


                                      I-2
Item 1. Description of Business (Continued)

    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
    that area.

    Therefore, Paradise, Inc. limits its activities in this market to years
    in which basic supply and demand statistics, such as West Coast harvest
    predictions and frozen strawberry prior year inventory carryovers, lead
    to a reasonable anticipation of profitability.

    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.




                                      I-3
Item 1. Description of Business (Continued)

    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.

    With the continuing acquisitions, mergers and other consolidations in the
    supermarket industry, there is increasing concentration of candied fruit
    buying activity.  During 2007, the Company derived nearly 15% of its
    consolidated revenues from Wal-Mart Stores, Inc.  This customer is not
    affiliated with Paradise, Inc. in any way, and has exclusive use of a
    Paradise-owned controlled brand.  In addition, plastics sales to Aqua Cal,
    Inc. accounted for 13% of the Company's consolidated revenues.  The loss of
    any of these customers would have a material adverse effect on operating
    earnings.

    While there is no industry-wide data available, management estimates that
    the Company sold approximately 75-80% of all candied fruits and peels
    consumed in the U.S. during 2007.  The Company knows of two major
    competitors; however, it estimates that neither 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 80% 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.







                                      I-4
Item 1. Description of Business (Continued)

    By local ordinance, it is required that all water effluent is metered,
    tested and discharged into a municipal industrial waste treatment plant.
    During 2007, costs for this discharge exceeded $200,000, and management
    estimates that all expenses directly related to compliance with
    environmental regulations total well over $300,000 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.

    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.  In 2006, Paradise, Inc. built a new 10,000 square foot
    building on this land.  The building is primarily used for the production
    of custom vacuum forming products for its Plastics customers.

    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 and Small
          Business Issuer Purchases of Equity Securities

  On August 22, 1997 the Securities and Exchange Commission issued new
  listing requirements for companies listed on the NASDAQ Small Cap Market.
  The requirements became effective on February 23, 1998.  As of December
  2007, 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
                                           ------     ------
                    2007
                    ----
                First Quarter               20.20      17.75
                Second Quarter              18.75      17.25
                Third Quarter               19.50      18.50
                Fourth Quarter              20.95      19.01



                    2006
                    ----
                First Quarter               18.25      17.50
                Second Quarter              19.50      18.20
                Third Quarter               16.75      15.61
                Fourth Quarter              19.00      15.10





 (b) Approximate Number of Equity Security Holders

  As of December 31, 2007, 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                      146






                                      II-1

Item 5.  Market for Common Equity and Related Stockholder Matters and
           Small Business Issuer Purchases of Equity Securities (Continued)

  (c) Dividend History and Policy

      Dividends have been declared and paid annually, only when warranted by
      profitability.  On March 18, 2008, the Board of Directors declared
      dividends of $.10 per share for stockholders of record on April 11, 2008.
      Dividends paid to stockholders for 2006 were $.10 and for 2005, $.15.

      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
                           -----------------------      --------------------
                            2007    2006     2005       2007-2006   2006-2005
                            ----    ----     ----       ---------   ---------
NET SALES:
Candied Fruit               70.5%   69.9%    67.8%       - 1.4%        7.8%
Molded Plastics             29.5    30.1     32.2        - 4.2        -2.5
                           -----   -----    -----        -----        ----

                           100.0   100.0    100.0        - 2.3         4.5
Cost of Sales               71.3    74.4     74.8        - 6.5         4.0
Selling, General and
 Administrative Expense     19.6    19.0     20.1          0.9        -1.3
Depreciation and
  Amortization               3.4     3.5      3.4        - 6.1         6.3
Interest Expense             0.9     0.9      0.8        - 3.0        30.2
                           -----   -----    -----        -----       -----
                                                         - 5.0         3.2
Income from Operations       4.9     2.2      0.9        120.2       144.8
Gain on Sale of Land                          2.8
Other Income, Net            0.4     0.1      0.2        150.4        -7.3
                           -----   -----    -----        -----        ----
Income Before Provision
  for Income Taxes           5.3     2.3      3.9        122.3       -37.5
Provision for Income
  Taxes                      2.0     0.9      1.7        125.3       -45.2
                           -----   -----    -----        -----       -----
Net Income                   3.3%    1.4%     2.2%       120.5%      -31.8%
                           =====   =====    =====        =====       =====
(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 6 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

                            2007 Compared to 2006
                            ---------------------

Paradise, Inc.'s fruit segment net sales represents 70.5% of
consolidated net sales totaled $17,966,624 for the twelve months ended
December 31, 2007 compared to 69.9% of consolidated net sales totaling
$18,225,869 for the similar reporting period for 2006.  This represents
a 1.4% decrease in fruit segment net sales for 2007 compared to 2006.
While net fruit segment sales declined slightly in 2007, Paradise, Inc.
continues to be the leading producer of glace' fruit, a primary
ingredient of fruit cakes, which is sold to manufacturing bakers,
institutional users and retailers throughout the United States.
Consumer demand for glace' fruit is traditionally strongest during the
Thanksgiving and Christmas season.  Approximately 80% of glace' fruit
net sales are realized during an eight to ten weeks period commencing
in mid September.

Due to the seasonal nature of Paradise, Inc.'s glace' fruit sales, the
Company continues to face challenges from its national and regional
customers who rely on computerized data reports to determine the
optimal number of days glace' fruit should remain on their store
shelves.  Delays in rolling out the Company's line of glace' fruit will
result in fewer chances to attract consumers to the Company's products.
To counter this action, Paradise, Inc.'s experienced sales force will
continue to travel throughout the United States during the spring and
summer booking period to discuss with retail customers as to proper
timing and product placement in order to maximize selling opportunities
for the upcoming 2008 holiday season.

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc.,
represents 29.5% of consolidated net sales, generated net sales
to unaffiliated customers of $7,513,715 for the twelve months ended
December 31, 2007 compared to 30.1% and $7,846,280 for the similar
reporting period of 2006.  This 4.2% decrease in net sales is
associated with the recent decline in the housing market as plastics
orders from customers with ties to this sector slowed during 2007.

Consolidated cost of goods sold, expressed as a percentage of net sales,
decreased 3.1% for the twelve months ending December 31, 2007 compared to the
similar reporting period for 2006.  Fruit segment cost of sales decreased 5.8%
as delays in harvesting of raw fruit materials and subsequent delivery to
Paradise, Inc. from existing supplier's required the Company to contract with
additional suppliers.  As conditions improved, Paradise, Inc. received an
increased amount of its estimated raw fruit requirements for 2007.
This increase allowed the Company to allocate fixed levels of factory overhead
over a greater amount of finished glace' fruit inventory, resulting in the
decrease in cost of sales, mentioned above.  At December 31, 2007 Paradise,
Inc. finished glace' fruit inventory was valued at $2,709,796 compared to
$1,669,697 at December 31, 2006.


                                      II-4

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

(3) Results of Operations (Continued)

                        2007 Compared to 2006 (Continued)
                        ---------------------------------

Paradise Plastics, Inc. which is not subject to seasonal demands of the fruit
segment incurred a 2.1% increase in cost of goods sold as a percentage of sales
for the twelve months ended December 31, 2007 compared to the similar reporting
period for 2006.  Rising energy prices for petroleum based resins absorbed from
the Company's suppliers outpaced the plastics segment's ability to pass along
these increases at the same percentage.

Selling, general and administrative expenses for 2007 increased by less than
1.0% as increases in professional fees were offset by the reduction in cost
associated with the implementation and administration of the Company's newly
established 401(k) plan.  As disclosed in last year's annual filing, Paradise,
Inc. elected to terminate the Company's defined benefit pension plan and offer
all eligible employees the opportunity to transfer their vested pension funds
into the Company sponsored 401(k) retirement plan.  As of the date of this
filing, the Company is awaiting final regulatory approval to terminate the
defined benefit pension plan.  The liability associated with terminating the
defined benefit pension plan is $446,717 and was accrued for during 2006.

Depreciation and amortization expenses for 2007 decreased 6.1% compared to 2006
as fixed asset retirements for the past twelve months exceeded the amount of
new assets placed into service.

Interest expense for the twelve months ending December 31, 2007 decreased 3.0%
compared to the similar reporting period for the prior year as short-term bank
financing used to produce the Company's glace' fruit inventory declined to an
average monthly balance of $920,833 for 2007 compared to $1,393,750 for 2006.

The Consolidated Statement of Cash Flow reflects a decrease in cash of
$2,078,178 for the twelve months ended December 31, 2007.  The major reasons
for the decrease are twofold; first uncertainty surrounding the availability of
raw fruit, produced an increase in finish glace' fruit inventory in excess of
$1 million dollars; secondly accounts receivable from Wal-Mart Stores, Inc.
totaled $1,345,913 at December 31, 2007 compared to $34,432 at December 31,
2006.  As of the date of this filing, Wal-Mart Stores, Inc. has remitted
payments to Paradise, Inc. totaling $1,290,644.

Pursuant to the events described above, Paradise, Inc.'s consolidated net sales
decreased 2.3% to $25,480,339 for the twelve months ending December 31, 2007
compared to $26,072,149 for the twelve months ending December 31, 2006.  Net
income after the provision for income taxes was $837,515 or $1.61 earnings per
share for 2007 compared to $379,914 and $.73 earnings per share for 2006.







                                      II-5
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)


                            2006 Compared to 2005
                            ---------------------

In 2006, Paradise, Inc. reinforced its long standing position as the leading
producer of glace' fruit, a primary ingredient of fruit cakes, which is sold to
manufacturing bakers, institutional users and retailers throughout the United
States leading up to and during the holiday season of Thanksgiving and
Christmas.  This position was evident as Paradise, Inc.'s glace' fruit net
sales activity increased to $18,225,869 during 2006 compared to net sales of
$16,906,637 for 2005.  With continuing consolidation occurring in the grocery
industry, Management is pleased to see the decision to expand its relabeling
and coupon redemption program for the Company's brand name and private label
customers has resulted in greater awareness and net sales growth for the
Company's glace' fruit products.

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., which
experienced cumulative growth in net sales of more than 80% over the past five
years, produced net sales to unaffiliated customers of $7,846,280 for 2006
compared to $8,045,187 for 2005.  This 2.5% decrease in net sales is partially
attributable to the relocation of Paradise Plastics, Inc.'s Central Florida
operations to its newly constructed 10,000 square foot facility located at
Company's headquarters in Plant City, Florida.  This relocation, successfully
completed during March and April of 2006, resulted in a scheduled delay of
processing customer orders as production equipment was dismantled, transferred
and re-assembled at headquarters.  The other factor contributing to this
decrease was the decision of several existing customers' to reduce their re-
orders during 2006.  However, management is confident that the expertise
developed in designing various high tech custom molding products over the past
several years will continue to help expand this segment in the future.

Cost of goods sold, expressed as a percentage of net sales, remained consistent
with the previous year's reporting as increases in the cost of raw fruit
materials absorbed from suppliers were successfully incorporated into the
Company's pricing structure for its glace' fruit products prior to the late
spring and summer booking periods.

Selling expenses, which includes bad debt expense, for 2006 decreased by 11.2%
compared to the prior year as management's decision during 2005 to terminate
several supplier and marketing agreements along with several larger than usual
customer receivable write-offs resulted in a one-time charge to operations of
$303,129.  Excluding these charges to operations during 2005, selling expenses
in 2006 decreased by less than 1.0% compared to 2005.

General and administrative expenses increased 12.0% for 2006 compared to 2005
as increases in professional fees, health and life insurance premiums and
expenses associated with funding the Company's defined benefit pension plan
continue to rise.




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

(3) Results of Operations (Continued)

                       2006 Compared to 2005 (Continued)
                       --------------------------------

In response to continuing increases in the cost associated with maintaining the
Company's defined benefit pension plan, the Board of Directors of Paradise,
Inc. authorized the following corporate action.  The Board elected to freeze
pension plan benefit accruals effective November 30, 2006, provide 100% vesting
for all active participants as of November 30, 2006, terminate the pension plan
effective December 31, 2006 and establish a 401(k) retirement plan for all
active pension plan participants effective January 1, 2007.

Furthermore, the Company has fully complied with all accounting and disclosure
provisions of FASB #158, "Employer's Accounting for Defined Pension and Other
Post-retirement Plans", issued by the Financial Accounting Standard Board in
October, 2006.  This accounting treatment is reflected in the Company's
Consolidated Statement of Income and is expanded upon in Footnote 10 of the
enclosed report.

Depreciation and amortization expenses increased by 6.3% for 2006 compared to
the prior year primarily due to the increase in amortization expense associated
with the asset purchase of a competitor's glace' fruit business.  As disclosed
in previous filings, Paradise, Inc. entered into this agreement during June
2006, purchasing a competitor's customer list, remaining glace' fruit inventory
and a non-compete agreement which is being amortized over a period of ten
years.  Total consideration equaled $1,646,000 with $671,000 paid in cash at
closing.  The remaining balance of $975,000 is payable in the following
installments:  $425,000 - December 2007; $275,000 - December 2008; and a final
payment of $275,000 - December 2009.

Interest expense for 2006 increased by $57,230 compared to the prior year for
the following two reasons.  First, the rate of interest charged by Paradise,
Inc.'s primary bank on its short-term revolving line of credit increased
throughout the year.  Second, the accrual of imputed interest at 6% commencing
July 2006 was applied against the amounts due note disclosed in the previous
paragraph.

In summary, based upon the information above, Paradise, Inc. generated
consolidated net sales of $26,072,149 for 2006 compared to $24,951,824 for
2005.  Net Income for 2006 was $379,914 or $.73 earnings per share compared to
Net Income for 2005 of $556,780 or $1.07 earnings per share.












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

(3) Results of Operations (Continued)

                            2005 Compared to 2004
                            ---------------------

Despite the continuing challenges facing the grocery industry during 2005 and
coupled with the direct impact of Hurricane Katrina on the rising cost of
energy during the fourth quarter of 2005, Paradise, Inc. generated consolidated
net sales of $24,951,824 compared to $22,763,684 for 2004.  This represents a
9.6% increase in consolidated net sales for 2005 compared to the previous year.

Paradise, Inc.'s glace' fruit segment net sales, representing 67.8% of total
consolidated net sales increased 6.1% for 2005 compared to 2004.  This business
segment continues to benefit from management's decision during 2003 to develop
and implement a marketing campaign centered around the introduction of newly
designed labels for Paradise, Inc.'s brand glace' fruit products.  These
labels include recipes for holiday baking ideas along with coupons redeemable
for the purchase of additional glace' fruit items.  Based upon the initial
success of the program, management has expanded this labeling and coupon
program to several additional private label customers during 2005.  Paradise,
Inc. is confident this program will continue to have a positive impact on
future glace' fruit segment sales.

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc. generated
an increase in net sales to unaffiliated customers of 17.9% for 2005 compared
to the prior year.  Several factors have contributed to this growth.  First, as
disclosed in a previous filing, Paradise, Inc. purchased 100% of the
outstanding stock of Mastercraft Products Corporation, a Central Florida
plastics thermoformer on May 13, 2004.  With additional support in the form of
increased production capacity from the Company's Plant City, Florida location,
sales to existing Mastercraft Products Corporation customers advanced by more
than 25% over the same comparable period of 2005 versus 2004.  Secondly,
Paradise Plastics, Inc. continues to receive a steady increase in the volume of
purchase orders from both new and long-term customers who are benefiting from
the Company's ability to design high tech custom molded products for resale to
their customers.

With the increase in consolidated net sales for 2005 of $2,188,140 over 2004,
Paradise, Inc.'s accounts receivable balance as of December 31, 2005 increased
to $2,085,033 from $475,211 as of December 31, 2004.  Subsequent to year-end,
customer payments have reduced this balance by more than $2,000,000.

Cost of goods sold expressed as a percentage of net sales within the fruit
segment decreased by 1% for 2005 compared to the prior year.  This decrease is
evidenced by Paradise, Inc.'s ability to contract for favorable prices during
late 2004 and early 2005 for deliveries of certain raw fruit commodities during
the last season.  As mentioned in previous filings, Paradise, Inc., in order to
meet the highly seasonal demands of its glace' fruit customers, must contract
and acquire product from its suppliers well in advance of its selling season in
order to ensure timely deliveries.  Furthermore, prices for raw materials vary
at time of harvest based on changes in weather patterns, supply and demand,
market conditions and product availability.  During 2005, Paradise, Inc. was
able to benefit from favorable market conditions and contract for various raw
fruit products at prices ranging from 2-5% lower than in the previous year.
                                    II-8
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                       2005 Compared to 2004 (Continued)
                       --------------------------------

This was critical because the Company must quote annual selling prices to
supermarket customers in the spring and early summer for delivery during the
holiday season.  An increase in consumer demand for Paradise, Inc. glace' fruit
products enabled the Company to distribute its fixed overhead over a larger
production base.  The results of lower raw fruit material prices along with an
increase in production were greater than increases in labor, packaging
materials and various other energy related cost.

The plastics segment's cost of sales as a percentage of net sales decreased by
2%, for 2005 compared to 2004 as Paradise Plastics, Inc. was successful in
factoring into its selling prices corresponding cost increases for plastic
resins.  With plastics raw materials produced from petroleum based products,
cost increases received from suppliers during the fourth quarter of 2005 place
great pressure on selling margins.

During the year, a customer dispute as to product quality resulted in a charge
to operations of $185,611.  Selling, General and Administrative expenses for
2005 increased 13.7% compared to 2004 based on the following events: (1) the
Company negotiated a settlement with a national food brokerage firm to resolve
a dispute regarding certain marketing expenses; (2) due to changes in market
conditions and with competitive pricing alternatives, Paradise, Inc. terminated
its minority interest in its Mexican based supplier of pineapple; (3) Paradise,
Inc. also incurred selling expenses with the termination of a joint marketing
agreement with a West Coast distributor of frozen strawberry products; and (4)
the Company charged to bad debt expense a larger than usual balance of customer
receivables that were deemed to be uncollectible.  The total effect of these
actions resulted in a current charge to operations of $303,129.

Depreciation and amortization expenses increased by 5.8% compared to the
previous year as capital expenditures outpaced the retirement of various assets
during the year.

Interest expense for 2005 increased by $49,411 compared to the prior year as
the Company absorbed several interest rate adjustments to its revolving line of
credit.  Interest expense for the Company's short-term and long-term borrowings
still remains less than 1% of consolidated net sales.

During the fourth quarter of 2005, Paradise, Inc.'s Board of Directors
authorized and executed the sale of approximately 20 acres of land leased to
others for agricultural purposes.  The property, which is located 10 miles from
the Company's Plant City, Florida headquarters, generated taxable income of
$697,266.  This amount is disclosed on the Company's Consolidated Statement of
Income and Comprehensive Income.






                                      II-9
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                     2005 Compared to 2004 (Continued)
                     --------------------------------

The proceeds from this sale were used to assist in the funding for Paradise,
Inc.'s new 10,000 square foot plastics facility at the Company's headquarters.
Scheduled to open during the first quarter of 2006, it facilitated the moving
of Mastercraft production capacity to Plant City, Florida and increase the
plastic segment's production capabilities.

In summary, based upon the information above, Paradise, Inc. generated
consolidated net sales of $24,951,824 for 2005 compared to $22,763,684 for
2004.  Net income for 2005 was $566,780 or $1.07 earnings per share compared to
net income for 2004 of $74,455 or $.14 earnings per share.







































                                      II-10


Item 7. Financial Statements



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
 and Shareholders of
 Paradise, Inc.
Plant City, FL  33563

We have audited the accompanying consolidated balance sheets of Paradise, Inc.,
and subsidiaries as of December 31, 2007 and the related consolidated
statements of income and comprehensive income, changes in stockholders' equity
and cash flows for the year 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  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
audit provides a reasonable basis for our opinion.

In our opinion, the 2007 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Paradise, Inc., and subsidiaries as of December 31, 2007 and the consolidated
results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States.

Respectfully submitted,

  /s/ Pender Newkirk and Co., LLP
PENDER NEWKIRK AND CO., LLP



Certified Public Accountants
Tampa, Florida
March 24, 2008



                                      II-11






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
 and Shareholders of
 Paradise, Inc.
Plant City, FL  33563

We have audited the accompanying consolidated balance sheets of Paradise, Inc.,
and subsidiaries as of December 31, 2006 and 2005, 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 the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  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 31, 2006 and 2005, 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.

Respectfully submitted,

  /s/ Bella, Hermida, Gillman, Hancock & Mueller
BELLA, HERMIDA, GILLMAN, HANCOCK & MUELLER



Certified Public Accountants
Plant City, Florida
March 16, 2007



                                      II-12
                                  PARADISE, INC.
                                 AND SUBSIDIARIES
                                 ================

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

                                     ASSETS
                                     ------
                                                  DECEMBER 31,

                                      2007           2006            2005
                                     ------         ------          ------
CURRENT ASSETS:
Cash and Cash Equivalents        $  3,193,207   $  5,271,385    $  4,069,884
Accounts Receivable, Net of
 Allowance for Doubtful
 Accounts of $ -0- and
 Allowance for Returns of
 $1,151,811 (2007), $1,124,000
 (2006) and $981,000 (2005)         1,775,793        641,674       2,085,033
Inventories                         7,578,006      6,433,402       6,077,413
Prepaid Expenses and Other
 Current Assets                       472,876        497,565         326,658
Deferred Income Tax Asset             470,929        391,186         175,932
                                   ----------     ----------      ----------

     Total Current Assets          13,490,811     13,235,212      12,734,920


PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of
 $16,183,229 (2007), $15,500,258
 (2006) and $14,615,187 (2005)      5,520,252      5,963,152       5,962,979


GOODWILL                              413,280        413,280         413,280


CUSTOMER BASE AND NON-COMPETE
 AGREEMENT                          1,069,172      1,195,057


OTHER ASSETS                          447,408        411,861         466,007
                                   ----------     ----------      ----------

TOTAL ASSETS                     $ 20,940,923   $ 21,218,562    $ 19,577,186
                                   ==========     ==========      ==========





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

                                     II-13





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

                                                 DECEMBER 31,

                                      2007           2006            2005
                                     ------         ------          ------
CURRENT LIABILITIES:
Short-Term Debt                   $   154,489   $     90,676    $     10,785
Accounts Payable                      746,902      1,060,036         570,547
Accrued Expenses                    1,754,391      1,972,430       1,396,542
Income Taxes Payable                  247,112        305,766         390,097
Current Portion of Long-Term Debt     423,115        525,781         219,328
                                   ----------     ----------      ----------

Total Current Liabilities           3,326,009      3,954,689       2,587,299

LONG-TERM DEBT,
   NET OF CURRENT PORTION             515,188        938,725         610,033

DEFERRED INCOME TAX LIABILITY         297,373        352,595         431,784
                                   ----------     ----------      ----------

Total Liabilities                   4,138,570      5,246,009       3,629,116
                                   ----------     ----------      ----------
STOCKHOLDERS' EQUITY:
Common Stock, $.30 Par Value,
  2,000,000 Shares Authorized,
  583,094 Shares Issued, 519,350
  Shares Outstanding                  174,928        174,928         174,928
Capital in Excess of Par Value      1,288,793      1,288,793       1,288,793
Retained Earnings                  15,886,998     15,101,418      14,799,406
Accumulated Other Comprehensive
 Income (Loss)                   (    271,447 ) (    315,667 )  (     38,138 )
                                   ----------     ----------      ----------

                                   17,079,272     16,249,472      16,224,989

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

Total Stockholders' Equity         16,802,353     15,972,553      15,948,070
                                   ----------     ----------      ----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY          $ 20,940,923   $ 21,218,562    $ 19,577,186
                                   ==========     ==========      ==========




                                     II-14
                               PARADISE, INC.
                              AND SUBSIDIARIES
                              ================

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                     2007            2006            2005
                                    ------          ------          ------

NET SALES                       $ 25,480,339    $ 26,072,149    $ 24,951,824
                                  ----------      ----------      ----------
COSTS AND EXPENSES:
 Cost of Goods Sold
  (Excluding Depreciation)        18,153,670      19,404,930      18,665,504
 Selling, General and
  Administrative Expenses          4,985,480       4,943,774       5,008,995
 Depreciation and Amortization       854,800         910,476         856,706
 Interest Expense                    239,009         246,448         189,218
                                  ----------      ----------      ----------

    Total Costs and Expenses      24,232,959      25,505,628      24,720,423
                                  ----------      ----------      ----------

INCOME FROM OPERATIONS             1,247,380         566,521         231,401

GAIN ON SALE OF PROPERTY,
 PLANT AND EQUIPMENT                                                 697,266

OTHER INCOME - NET                   104,776          41,842          45,136
                                  ----------      ----------      ----------
INCOME BEFORE PROVISION
 FOR INCOME TAXES                  1,352,156         608,363         973,803

PROVISION FOR INCOME TAXES           514,641         228,449         417,023
                                  ----------      ----------      ----------

NET INCOME                           837,515         379,914         556,780

OTHER COMPREHENSIVE INCOME:
 Unrealized Gain on Pension Plan,
  Net of Tax                                         326,805
 Unrealized Gain on Available
  for Sale Securities, Net of Tax     44,220           8,370          16,201
                                  ----------      ----------      ----------

COMPREHENSIVE INCOME            $    881,735    $    715,089    $    572,981
                                  ==========      ==========      ==========
EARNINGS PER SHARE:

         Basic                        $ 1.61          $ 0.73          $ 1.07
                                        ====            ====            ====
         Diluted                      $ 1.61          $ 0.73          $ 1.07
                                        ====            ====            ====
The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements                             II-15
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
         ----------------------------------------------------------

                                                                  ACCUMULATED
                                    CAPITAL IN                       OTHER
                          COMMON    EXCESS OF      RETAINED      COMPREHENSIVE
                          STOCK     PAR VALUE      EARNINGS          INCOME
                          ------    ----------     --------       ----------
Balance, December 31,
 2004                   $ 174,928   $ 1,288,793 $  14,294,561     $(  54,339 )

Cash Dividends Declared,
 $.10 per Share                                   (    51,935 )
Unrealized Gain on
 Appreciation of
 Marketable Equity
 Securities                                                           16,201
Net Income                                            556,780
                          -------     ---------    ----------        -------
Balance, December 31,
 2005                     174,928     1,288,793    14,799,406      (  38,138 )

Cash Dividends Declared,
 $.15 per Share                                   (    77,902 )
Unrealized Gain on
 Appreciation of
 Marketable Equity
 Securities                                                            8,370
Adjustment to initially
 apply FASB Statement
 No. 158, Net of Tax                                               ( 612,704 )
Gain on Retirement Plan                                              326,805
Net Income                                            379,914
                          -------     ---------    ----------        -------
Balance, December 31,
 2006                     174,928     1,288,793    15,101,418      ( 315,667 )

Cash Dividends Declared,
 $.10 per Share                                   (    51,935 )
Unrealized Gain on
 Appreciation of
 Marketable Equity
 Securities                                                           44,220
Net Income                                            837,515
                          -------     ---------    ----------        -------
Balance, December 31,
 2007                   $ 174,928   $ 1,288,793  $ 15,886,998     $( 271,447 )
                          =======     =========    ==========        =======

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements
                                    II-16










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

$( 276,919 )      $ 15,427,024


                   (    51,935 )



                        16,201
                       556,780
   -------          ----------

 ( 276,919 )        15,948,070


                   (    77,902 )



                         8,370


                   (   612,704 )
                       326,805
                       379,914
   -------          ----------

 ( 276,919 )        15,972,553


                   (    51,935 )



                        44,220
                       837,515
   -------          ----------

$( 276,919 )      $ 16,802,353
   =======          ==========



                                     II-17
                                PARADISE, INC.
                               AND SUBSIDIARIES
                               ================

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   -------------------------------------
                                        FOR THE YEARS ENDED DECEMBER 31,
                                        2007          2006          2005
                                       ------        ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $    837,515  $    379,914  $    556,780
 Adjustments to Reconcile Net
  Income to Net Cash Provided by
  (Used in) Operating Activities:
   Allowance for Sales Returns           27,811       143,000   (   204,000 )
   Provision for Estimated Inventory
    Returns                         (    19,147 ) (   141,000 )     198,000
   Decrease in Net Deferred Income
    Tax Liability (Asset)           (   134,965 ) (   133,625 ) (     2,726 )
   Depreciation and Amortization        854,800       910,476       856,706
   Gain on Sale of Property,
    Plant and Equipment                                         (   697,266 )
   Changes in Assets and Liabilities,
    Net of Acquisition:
     Accounts Receivable            ( 1,161,930 )   1,300,359   ( 1,405,822 )
     Inventories                    ( 1,144,604 ) (   214,989 )     261,841
     Prepaid Expenses and Other
      Current Assets                     31,402   (   170,907 )     125,637
     Income Tax Refund Receivable                                   365,485
     Other Assets                         1,363         7,462        16,201
     Accounts Payable               (   313,134 )     489,489       352,817
     Accrued Expenses               (   217,679 )     129,171       406,830
     Income Taxes Payable           (    58,654 ) (    84,331 )     390,097
                                      ---------     ---------     ---------
    Net Cash Provided by (Used in)
     Operating Activities           ( 1,297,222 )   2,615,019     1,220,580
                                      ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds on Sale of Property,
  Plant and Equipment                                               897,266
 Purchase of Property, Plant and
  Equipment                         (   259,532 ) (   792,652 ) (   518,622 )
 Construction in Progress                                       (   696,605 )
 Purchase of Customer Base and
  Non-Compete Agreement                           (   425,000 )
                                      ---------     ---------     ---------
    Net Cash Used in Investing
     Activities                     (   259,532 ) ( 1,217,652 ) (   317,961 )
                                      ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments) of
  Short-Term Debt                        63,813        79,891   (    34,431 )
 Proceeds from Issuance of
  Long-Term Debt                                       27,345        23,296


                                    II-18
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2007          2006          2005
                                        ------        ------        ------
 Principal Payments on Long-Term
  Debt                              (   533,302 ) (   225,200 ) (   253,285 )
 Dividends Paid                     (    51,935 ) (    77,902 ) (    51,935 )
 Increase (Decrease) in
  Other Assets                                                      224,809
                                      ---------     ---------     ---------
    Net Cash Used in Financing
     Activities                     (   521,424 ) (   195,866 ) (    91,546 )
                                      ---------     ---------     ---------

    Net Increase (Decrease) in Cash ( 2,078,178 )   1,201,501       811,073

CASH AND CASH EQUIVALENTS,
 at Beginning of Year                 5,271,385     4,069,884     3,258,811
                                      ---------     ---------     ---------

CASH AND CASH EQUIVALENTS,
 at End of Year                    $  3,193,207  $  5,271,385  $  4,069,884
                                      =========     =========     =========
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

  Cash Paid During the Year for:

   Interest                          $  239,009    $  203,114     $ 200,359
                                        =======       =======       =======

   Income Taxes                      $  388,480    $  320,000     $
                                        =======       =======       =======

SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

 Unrealized Holding Gain on
  Securities                         $   44,220    $    8,370     $  16,201
                                        =======       =======       =======

 Customer Base Acquired and
  Non-Compete Agreement Entered
  with Unrelated Party             $              $ 1,258,850    $

 Cash Paid                                        (   425,000 )
                                      ---------      ---------      -------

 Note Payable Issued               $              $   833,850    $
                                      =========      =========      =======
                                     II-19

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

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


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-20
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------

NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES

Paradise, Inc. operations are conducted through two business segments, candied
fruit and molded plastics.  The primary operations of the fruit segment is
production of candied fruit, a basic fruitcake ingredient, sold to manufacturing
bakers, institutional users, and retailers for use in home baking.  Also, based
on market conditions, the processing of frozen strawberry products, for sale to
commercial and institutional users such as preserves, dairies, drink
manufacturers, etc.  The molding plastics segment provides production of
plastic containers for the Company's products and other molded plastics for
sale to unaffiliated customers.


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.  Substantially all of the Company's customers are
located in the United States of America.


Use of Estimates
----------------
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.


Fair Value of Financial Instruments
-----------------------------------
The aggregated net fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management.
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values.  These financial instruments
include cash and cash equivalents, receivables, payables, accrued expenses
and short-term borrowings.  Fair values were assumed to approximate carrying
values for these financial instruments since they are short-term in nature
and their carrying amounts approximate fair values or they are receivable or
payable on demand.  The fair value of the Company's debt, which approximates
carrying value, is estimated based upon the quoted market prices for the same
or similar issues or on the current rates offered to the Company for debt of
the same remaining maturities.



                                   II-21
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------


NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable and Revenue Recognition
-------------------------------------------

Management considers subsequent collection results and writes off all year-
end balances that are not deemed collectible by the time the financial
statements are issued.  Additionally, management has provided for estimated
product returns by applying an allowance against Accounts Receivable for the
invoiced price of the returns.  A provision to recognize a related estimate
of finished goods returns has been added to inventories (Note 2).
Management considers the remaining accounts receivable to be fully
collectible; accordingly, no allowance for doubtful accounts has been
established.  If accounts become uncollectible, they will be charged to
operations when that determination is made.  The Company does not have a
policy to charge interest on past due amounts.  The Company recognizes
revenue on the shipment of goods to its customers.

Inventories
-----------

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

Property, Plant and Equipment
-----------------------------

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.




                                   II-22
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------

NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Marketable Equity Securities and Deferred Compensation
------------------------------------------------------

The Company holds marketable securities as a trustee under the terms of a
trust agreement to provide compensation benefits to two key executives upon
retirement.  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.  Included in accrued expenses at December 31, 2007 and 2006 is
$195,362 and $156,194 of deferred compensation related to these agreements.

The Company records unrealized gains and losses on marketable equity
securities available for sale in the stockholders' equity section of its
balance sheet as a component of Accumulated Other Comprehensive Income
(Loss).

When securities are sold, the cost of securities sold is based on weighted
average cost in order to determine gross realized gains and losses.

Realized gains and losses, and declines in value judged to be other-than-
temporary on available-for-sale securities, if any, are included in the
determination of net income (loss) as gains (losses) on sale of securities.

Goodwill
--------

Goodwill totaling $413,280 represents the excess purchase price over the
fair value of the net assets acquired in the acquisition of Mastercraft
Products, Corporation. These costs are reviewed annually for impairment
pursuant to SFAS No. 142, Goodwill and Other Intangible Assets.

Identifiable Intangible Assets
------------------------------

  Customer Base and Non-Compete Agreement
  ---------------------------------------

  The customer base and non-compete agreement represents $1,258,000 of the
  fair value of these assets pursuant to the Company's purchase during 2006
  of an unrelated entity's inventories, their customer list and a non-
  compete agreement for a period of ten years.  The customer base and non-
  compete agreement are being amortized over ten years.





                                     II-23
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------


NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Other Identifiable Intangible Assets
  ------------------------------------

  Identifiable intangible assets included in Other Assets consist of a
  covenant not to compete and debt issue costs.  In connection with the
  acquisition of Mastercraft Products Corporation in 2004, the Company
  entered into a covenant not to compete agreement with the former owner in
  the amount of $123,000.  It was amortized over a period of 36 months and
  is fully amortized.

  Debt issue costs incurred of $84,662 and $18,971 are being amortized over
  the term of the agreement of 24 months and 84 months, respectively.

Amortization expense for the years ended December 31, 2007, 2006 and 2005
was $162,097, $120,317 and $59,710, respectively.

Accumulated amortization for the same periods totaled $381,737 (2007),
$196,403 (2006) and $76,086 (2005).

Future amortization expense is anticipated to be as follows:

                    2008                   $149,015
                    2009                   $134,430
                    2010                   $128,595
                    2011                   $125,885
                    2012                   $125,885
                 Thereafter                $439,086

Selling Expenses
----------------

The Company considers freight delivery costs to be selling expenses and has
included $564,799 (2007), $575,877 (2006) and $632,418 (2005) in selling,
general and administrative expenses in the income statements.

Advertising Expenses
--------------------

The Company expenses advertising costs in the year they are incurred.
Advertising expenses totaled $122,528 (2007), $208,659 (2006) and $297,211
(2005) and are included in selling, general and administrative expenses in
the income statement.



                                     II-24
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------

NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Employee Benefit Plan
---------------------

The Company established a 401(k) retirement plan on January 1, 2007 to
replace the Company's defined benefit pension plan.  All active employees in
the defined benefit pension plan may elect to transfer their vested pension
balance directly into the 401(k) plan.  Eligibility requirements for new
employees are based on completing 1,000 hours of service by the end of the
first twelve months of consecutive employment and being at least 21 years
old.  Employee contributions are voluntary and subject to Internal Revenue
Service limitations. The Company provides a matching contribution subject to
annual review of the Company's financial performance.  For the year ended
December 31, 2007, the Company incurred $54,266 in 401(k) expense.

Earnings Per Share
------------------

Basic and diluted earnings per common share are based on the weighted
average number of shares outstanding and assumed to be outstanding during
the year (519,350 shares in 2007, 2006 and 2005 for basic).  There are no
dilutive securities outstanding at December 31, 2007, 2006 and 2005.

Reclassifications
-----------------

Certain prior period amounts have been reclassified to conform with the
current period presentation.



NOTE 2:  INVENTORIES
                                2007             2006             2005
                               ------           ------           ------

Supplies                    $   140,868      $   160,885      $   202,743
Raw Materials                 1,457,375        1,626,330        1,516,514
Work in Progress                713,092          517,142          137,459
Finished Goods                5,266,671        4,129,045        4,220,697
                              ---------        ---------        ---------

TOTAL                       $ 7,578,006      $ 6,433,402      $ 6,077,413
                              =========        =========        =========




                                     II-25
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------


NOTE 2:  INVENTORIES (CONTINUED)

Included in Finished Goods inventory are estimated returns related to the
Allowance for Sales Returns totaling $996,147 (2007), $977,000 (2006) and
$836,000 (2005).

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


NOTE 3:  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

                                     2007            2006           2005
                                    ------          ------         ------

Land and Improvements            $   656,040     $   656,040     $   656,040
Buildings and Improvements         6,941,132       6,933,632       5,957,590
Machinery and Equipment           14,106,309      13,873,738      13,267,931
                                  ----------      ----------      ----------

Total                             21,703,481      21,463,410      19,881,561
Less:  Accumulated Depreciation   16,183,229      15,500,258      14,615,187
                                  ----------      ----------      ----------

                                   5,520,252       5,963,152       5,266,374
Construction in Progress                                             696,605
                                   ---------      ----------      ----------

NET                              $ 5,520,252     $ 5,963,152     $ 5,962,979
                                  ==========      ==========      ==========


Tax depreciations are calculated using rates and lives prescribed by the
Internal Revenue Code.  Differences in amounts of depreciation for tax
and financial statement purposes are recognized through the computation
of net income for financial statement purposes and that for income tax
purposes in determining current and deferred income tax expense.

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, 2007, 2006 and
2005 was $692,702, $790,158 and $796,996, respectively.


                                     II-26
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------


NOTE 4:  INVESTMENT IN MARKETABLE EQUITY SECURITIES

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

                                        2007         2006         2005
                                       ------       ------       ------

Equity Mutual Funds, at cost        $  281,837   $  281,833   $  281,817
Gross Unrealized Losses,
 Before Tax                          (  18,351 )  (  62,568 )  (  70,923 )
                                       -------      -------      -------
Total Marketable Equity
 Securities, at Fair Value          $  263,486   $  219,265   $  210,894
                                       =======      =======      =======

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:

                                            2007         2006           2005
                                            ----         ----          ------

Unrealized Gains on Appreciation
 of Marketable Equity Securities         $ 44,220      $ 8,370       $ 16,201
                                           ======        =====         ======


NOTE 5:  SHORT-TERM DEBT
                                            2007          2006          2005
                                           ------        ------        ------
Letters of credit and other short-
 term debt under a revolving line of
 credit with a bank.                     $ 154,489     $ 90,676      $ 10,785
                                           -------       ------        ------

TOTAL                                    $ 154,489     $ 90,676      $ 10,785
                                           =======       ======        ======










                                    II-27
                                  PARADISE, INC.
                                 AND SUBSIDIARIES
                                 ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------

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
           2007                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)              $   920,833                    8.40%

Average aggregate short-term
 borrowings (monthly)              $ 1,182,975                   11.11%

Maximum aggregate short-term
 borrowings (at any month-end)     $ 4,380,027

                                                             WEIGHTED AVERAGE
           2006                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)             $  1,393,750                    7.76%

Average aggregate short-term
borrowings (monthly)              $  2,648,827                    6.12%

Maximum aggregate short-term
borrowings (at any month-end)     $  7,533,475

                                                             WEIGHTED AVERAGE
           2005                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)              $ 1,214,583                    5.68%

Average aggregate short-term
 borrowings (monthly)              $ 2,441,025                    5.46%

Maximum aggregate short-term
 borrowings (at any month-end)     $ 6,743,263


Pursuant to a revolving 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 up to a maximum of $9,000,000.  Interest is payable monthly
and is computed from a daily floating rate equal to the Libor rate plus an
applicable margin.
                                       II-28
                                  PARADISE, INC.
                                 AND SUBSIDIARIES
                                 ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------

NOTE 5:  SHORT-TERM DEBT (CONTINUED)

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 loan agreement is secured by all of the Company's assets, whether tangible
or intangible.

The amount available to be drawn down based on the available collateral at
December 31, 2007 was $5,633,013, at December 31, 2006 was $4,140,740 and at
December 31, 2005 was $5,073,533.


NOTE 6:  LONG-TERM DEBT

                                           2007           2006           2005
                                          ------         ------         ------
Note Payable, Libor rate plus
 applicable margin, collateralized
 by accounts receivable, inventories,
 property and equipment.  Monthly
 payments of $13,967 plus interest,
 ending May 31, 2010.                   $ 402,796      $   570,394    $ 737,993

Note Payable, 0% stated interest,
 6% imputed interest, payments of
 $275,000 and $275,000 due
 December 2008 and 2009,
 respectively.                            499,650          833,000

Note Payable, Other                                                       7,099

Obligations under capital leases.          35,857           61,112       84,269
                                          -------        ---------      -------

Total Debt                                938,303        1,464,506      829,361
Less, Current Portion                     423,115          525,781      219,328
                                          -------        ---------      -------

LONG-TERM DEBT                          $ 515,188      $   938,725    $ 610,033
                                          =======        =========      =======







                                       II-29
                                  PARADISE, INC.
                                 AND SUBSIDIARIES
                                 ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2007, 2006 AND 2005
                         --------------------------------

NOTE 6:  LONG-TERM DEBT (CONTINUED)

The aggregate principal amounts, excluding obligations under capital leases,
maturing in each of the subsequent years are:

                         2008            $ 409,599
                         2009              426,099
                         2010               66,748
                                           -------

                         Total           $ 902,446
                                           =======

NOTE 7:  LEASES

The Company has certain equipment leases which are classified as capital
leases.  At December 31, 2007, 2006 and 2005, the amount capitalized was
$158,679, $158,679 and $395,799, respectively, and the accumulated
amortization was $66,431 (2007), $50,563 (2006) and $163,333 (2005).
The amount recognized as an obligation was $35,857 (2007), $61,112 (2006)
and $84,269 (2005), 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 $59,614 (2007), $77,195
(2006) and $67,692 (2005).

At December 31, 2007, 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
     ---------------------------        --------------      --------
                2008                       $ 15,558        $  56,853
                2009                         11,966           41,077
                2010                          9,474           23,819
                2011                          2,943            2,232
                2012
                                             ------          -------

     Total Minimum Lease Payments            39,941        $ 123,981
     Less, Amount Representing Interest       4,084          =======
                                             ------
     PRESENT VALUE OF FUTURE MINIMUM
       CAPITAL LEASE PAYMENTS              $ 35,857
                                             ======
                                      II-30
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2007, 2006 AND 2005
                        --------------------------------


NOTE 8:  ACCRUED EXPENSES

                                         2007         2006            2005
                                        ------       ------          ------

Accrued Payroll and Bonuses         $   274,706   $   276,527     $   137,968
Accrued Brokerage Payable               299,096       315,520         290,174
Accrued Pension Cost (Note 10)          446,717       446,717         168,686
Other Accrued Expenses                   21,510        74,320          67,553
Coupon Reimbursement                    100,000        87,500          67,501
Accrued Credit Due to Customers         318,754       457,596         566,504
Accrued Insurance Payable                98,246       158,056          98,156
Accrued Deferred Compensation           195,362       156,194
                                      ---------     ---------       ---------
TOTAL                               $ 1,754,391   $ 1,972,430     $ 1,396,542
                                      =========     =========       =========

NOTE 9:  RETIREMENT PLAN

The Company and its subsidiaries had 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 2007, 2006 and 2005 was
$0, $184,457 and $207,660, respectively, which includes amortization of
past service cost over 10 years.  The Company made annual contributions to
fund the plan equal to the amounts deductible for Federal Income Tax
purposes.

The Company elected to freeze the pension plan benefit accruals effective
November 30, 2006, provide 100% vesting for all active participants as of
November 30, 2006 and terminate the pension plan effective December 31, 2006.
The Company has filed with the appropriate regulators and will terminate the
plan in 2008 once approvals have been given. The Company has treated the action
as a curtailment as no further benefits will accrue after November 30, 2006.













                                    II-31
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 9:  RETIREMENT PLAN (CONTINUED)

The following table sets forth the changes in benefit obligations, changes in
plan assets and the reconciliation of funded status for 2007, 2006 and 2005:

                                      2007           2006           2005
                                     ------         ------         ------
Change in Benefit Obligation:
Benefit Obligation at Beginning
 of Year                          $ 3,590,367    $ 3,764,387    $ 3,475,312
Service Cost                                         183,899        174,942
Interest Cost                                        193,955        182,081
Actuarial Loss                                     1,126,955        120,167
Benefits Paid                                    (   111,278 )  (   188,115 )
Effect of Curtailment                            ( 1,567,551 )
                                    ---------      ---------      ---------

Benefit Obligation at End of Year   3,590,367      3,590,367      3,764,387
                                    ---------      ---------      ---------
Change in Plan Assets:
Fair Value of Plan Assets at
 Beginning of Year                  3,143,650      2,931,132      2,695,393
Actual Return on Plan Assets                         277,396        216,191
Employer Contributions                                46,400        207,663
Benefits Paid                                    (   111,278 )  (   188,115 )
                                    ---------      ---------      ---------
Fair Value of Plan Assets at
 End of Year                        3,143,650      3,143,650      2,931,132
                                    ---------      ---------      ---------

Funded Status at end of year
(Underfunded)                     (   446,717 )  (   446,717 )
                                    ---------      ---------      ---------

Amounts recognized in Statement
 of Financial Position
  Current Deferred Income Tax
   Assets                             160,818        160,818          N/A
  Current Liabilities             (   446,717 )  (   446,717 )        N/A
                                    ---------      ---------          ---

Accumulated Other Comprehensive
 Income, Net of Current Deferred
 Income Tax Assets                (   285,899 )  (   285,899 )        N/A
                                    ---------      ---------          ---


                                   II-32
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------

NOTE 9:  RETIREMENT PLAN (CONTINUED)

                                              2007      2006      2005
                                              ----      ----      ----

Weighted-average assumptions used to
determine benefit obligations
Discount rate                                  N/A      4.69%     5.25%
Rate of compensation increase                  N/A      3.96%     4.01%


The 12/31/2006 amounts include the effect of the plan curtailment.

The items marked N/A were new in 2006 due to the application of SFAS 158.
Retrospective application was not required.  The cumulative effect of
approximately $612,000, net of tax, was recognized as an adjustment to
Accumulated Other Comprehensive Income in 2006.

The Components of Net Periodic Benefit Cost and Other Changes Recognized in
Other Comprehensive Income (OCI) for 2007, 2006 and 2005 included the
following components:

                                           2007         2006        2005
                                           ----         ----        ----
Components of net periodic benefit cost
Service Cost                           $            $  183,899  $  174,942
Interest Cost                                          193,955     182,081
Expected Return on Plan Assets                       ( 192,546 ) ( 172,303 )
Amortization of net loss                                29,383      27,746
Amortization of Prior Service
  (Credit)                                           (  31,488 ) (  31,488 )
Effect of Curtailment                                (  12,709 )
                                          -------      -------     -------

Net Periodic Benefit Cost              $            $  170,494  $  180,978
                                          =======      =======     =======

                                           2007          2006        2005
                                           ----          ----        ----

Other Changes Recognized in OCI
Net loss                              $             $  1,042,105      N/A
Amortization of Net Gain                             (    29,383 )    N/A
Amortization of Prior Service
 Cost                                                     31,488      N/A
Amount Recognized Due to Curtailment                 ( 1,554,842 )    N/A
                                         ---------     ---------      ---

                                     II-33
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------

NOTE 9:  RETIREMENT PLAN (CONTINUED)

                                           2007          2006        2005
                                           ----          ----        ----

Total Recognized in Other
 Comprehensive Income (Loss)                         (   510,632 )    N/A
Deferred Income Tax Expense                              183,827      N/A
                                         ---------     ---------      ---

Net Amount Recognized in Other
 Comprehensive Income (Loss)          $             $(   326,805 )    N/A
                                         =========     =========      ===

Total Recognized in Net Periodic
  Benefit Cost and OCI Gain           $             $(   156,311 )    N/A
                                         =========     =========      ===


Weighted-Average Assumptions Used to
 Determine Net Periodic Benefit Cost
Discount Rate                                N/A          5.25%      5.50%
Expected Long-Term Return on Plan Assets     N/A          6.50%      6.50%
Rate of Compensation Increase                N/A          4.01%      4.01%


Basis used to determine expected long-term return on plan assets
----------------------------------------------------------------
Historical and future expected returns of multiple asset classes were
analyzed to develop a risk-free real rate of return and risk premiums for
each asset class.  The overall rate for each asset class was developed by
combining a long-term inflation component, the risk-free real rate of
return, and the associated risk premium.  A weighted average rate was
developed based on those overall rates and the target asset allocation of
the plan.

                                       2007            2006            2005
                                      ------          ------          ------

Comparison of Obligations to
 Plan Assets:
  Projected benefit obligation      $ 3,590,367   $  3,590,367    $  3,764,387
  Accumulated benefit obligation      3,590,367      3,590,367       2,896,637
  Fair value of plan assets at
   measurement date                   3,102,650      3,102,650       2,931,132



                                   II-34
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 9:  RETIREMENT PLAN (CONTINUED)

                                       2007            2006           2005
                                      ------          ------         ------

Plan Assets by Category:
 Cash and cash equivalents              100%            100%             0%
 Equity securities                        0%              0%            48%
 Debt securities                          0%              0%            13%
 Real estate                              0%              0%             0%
 Uncategorized - Whole Life
  Insurance Contract                      0%              0%            39%
                                        ---             ---            ---

   Total                                100%            100%           100%
                                        ===             ===            ===

Description of investment policies
----------------------------------

Prior to 2006, the assets of the Plan were allocated in a diversified
portfolio of investments.  The portfolio was primarily invested in mutual
funds with a significant portion of the Plan's assets allocated to the
cash value of life insurance contracts.  During 2006, Paradise, Inc.
elected to file for termination of the Company's Defined Benefit Pension
Plan.  With the possibility that the process to receive governmental
approval to terminate the Plan taking upwards of 12-18 months, Paradise,
Inc. re-directed 100% of its pension plan investments to a money market
account.  This investment strategy is conservative and is solely designed
to provide for the protection of the Plan's assets during the termination
period.


Estimated future contributions
------------------------------

In 2008, the Company expects to make $446,717 of contributions directly
to pension plan assets.  The Company does not expect to make any further
contributions due to the planned termination of the pension plan.








                                   II-35

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 9:  RETIREMENT PLAN (CONTINUED)

Estimated future benefit payments
---------------------------------

The benefit payments expected to be paid in 2008 are $3,590,367.  No
benefit payments are expected after 2008.  These amounts are based on
current data and assumptions.


NOTE 10:  PROVISION FOR FEDERAL AND STATE INCOME TAXES

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

                                       2007            2006            2005
                                      ------          ------          ------
CURRENT:
Federal                            $  542,943      $  299,837     $   372,490
State                                  92,650          51,035          47,260
                                      -------         -------         -------
                                      635,593         350,872         419,750
                                      -------         -------         -------
DEFERRED:
Federal                             ( 103,273 )     ( 104,530 )     (   2,328 )
State                               (  17,679 )     (  17,893 )     (     399 )
                                      -------          ------         -------
                                    ( 120,952 )     ( 122,423 )     (   2,727 )
                                      -------         -------         -------
TOTAL PROVISION FOR
INCOME TAXES                       $  514,641      $  228,449     $   417,023
                                      =======         =======         =======















                                   II-36
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 10:  PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

A reconciliation of the differences between the tax provisions attributable to
income from continuing operations and the tax provision at statutory Federal
income tax rate follows:

                                      2007            2006           2005
                                     ------          ------         ------
Income Taxes Computed at
 Statutory Rate                    $ 439,669       $ 206,576      $ 331,093
State Income Tax, Net of Federal
 Income Tax Benefit                   74,972          21,873         32,313
Other, Net                                                           53,617
                                     -------         -------        -------

PROVISION FOR INCOME TAXES         $ 514,641       $ 228,449      $ 417,023
                                     =======         =======        ======


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, 2007, 2006 and 2005 were:

                                          2007           2006          2005
                                         ------         ------        ------
Deferred Tax Assets resulting from:
 Inventory Valuation                  $  190,785      $ 105,075     $  97,019
 Allowance for Sales Returns
  and Related Provision for
  Return of Finished Goods                58,569         55,316        54,563
 Unrealized Loss on Investments            6,731         11,201        24,350
 Deferred Compensation Liability          46,744         58,776
 Retirement Plan Unfunded Liability      168,100        160,818
                                         -------        -------       -------
  Total Deferred Tax Assets              470,929        391,186       175,932
                                         -------        -------       -------





                                     II-37
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 10:  PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

                                          2007           2006          2005
                                         ------         ------        ------

Deferred Tax Liabilities resulting from:
  Tax over Book Depreciation             297,373        352,595       431,784
                                         -------        -------       -------
Total Deferred Tax Liabilities           297,373        352,595       431,784
                                         -------        -------       -------

Net Deferred Tax (Asset) Liability    $( 173,556 )   $(  38,591 )   $ 255,852
                                         =======        =======       =======
The Net Deferred Tax (Asset)
 Liability is reflected in the
 Balance Sheet under these captions:
  Deferred Income Tax Asset           $( 470,929 )   $( 391,186 )  $( 175,932 )
  Deferred Income Tax Liability          297,373        352,595       431,784
                                         -------        -------       -------

                                      $( 173,556 )   $(  38,591 )  $  255,852
                                         =======        =======       =======

FIN 48
------

In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" (FIN 48), which clarifies the accounting for
uncertainty in income taxes recognized in a company's financial statements
in accordance with FASB Statement No. 109, "Accounting for Income Taxes."
This interpretation prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.  FIN 48 also
provides guidance on de-recognition of tax benefits, classification on the
balance sheet, interest and penalties, accounting in interim periods,
disclosure and transition.  The Company adopted FIN 48 effective January
1, 2007.










                                     II-38
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 10:  PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

Significant judgment is required in evaluating our tax positions and
determining our provision for income taxes.  During the ordinary course of
business, there are many transactions and calculations for which the
determination of the ultimate tax effects is uncertain.  We record our tax
provision based on current and future income taxes that will be due.  In
the determination of our provision, we have taken certain tax positions in
the consideration of the effects of income and expenses that have been
recognized and included in the accompanying financial statements that may
or may not be recognized in the determination of current or future income
taxes.  Under FIN 48, we record a liability for these unrecognized tax
benefits when we believe that certain positions might be challenged
despite our belief that our tax return positions are fully supportable.
We review our liability for unrecognized tax benefits quarterly and adjust
it in light of changing facts and circumstances, such as the outcome of
tax audit.  As of December 31, 2007, we do not expect that any of the tax
positions taken by the Company for the tax periods open to audit, if
challenged, would result in a significant tax liability.


NOTE 11:  BUSINESS SEGMENT DATA

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


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

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

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






                                     II-39
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 11:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
NET SALES IN EACH SEGMENT         2007              2006             2005
                                 ------            ------           ------
Candied Fruit:
Sales to Unaffiliated
 Customers                   $ 17,966,624      $ 18,225,869     $ 16,906,637

Molded Plastics:
Sales to Unaffiliated
 Customers                      7,513,715         7,846,280        8,045,187
                               ----------        ----------       ----------

NET SALES                    $ 25,480,339      $ 26,072,149     $ 24,951,824
                               ==========        ==========       ==========


                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2007              2006             2005
                                 ------            ------           ------
THE OPERATING PROFIT OF
EACH SEGMENT IS LISTED BELOW

Candied Fruit                 $ 5,309,903       $ 4,426,349      $ 3,479,015
Molded Plastics                 1,242,848         1,484,029        2,097,688
                                ---------         ---------        ---------

OPERATING PROFIT OF SEGMENTS    6,552,751         5,910,378        5,576,703

General Corporate Expenses,
 Net                          ( 4,985,480 )     ( 4,943,774 )    ( 5,008,995 )
General Corporate Depreciation
 and Amortization Expense     (    80,882 )     (   153,635 )    (   147,089 )
Interest Expense              (   239,009 )     (   246,448 )    (   189,218 )
Other Income                      104,776            41,842          742,402
                                ---------         ---------        ---------
INCOME BEFORE PROVISION FOR
INCOME TAXES                  $ 1,352,156       $   608,363      $   973,803
                                =========         =========        =========





                                     II-40
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 11:  BUSINESS SEGMENT DATA (CONTINUED)

Operating profit is composed of net sales, less direct costs and overhead
costs associated with each segment.  The candied fruit segment purchases items
from the molded plastics segment at cost.  These transactions are then
eliminated during consolidation.  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
                                  2007              2006             2005
                                 ------            ------           ------
IDENTIFIABLE ASSETS OF EACH
SEGMENT ARE LISTED BELOW

Candied Fruit                $  9,814,759      $  7,422,446     $  7,907,087
Molded Plastics                 5,383,228         6,067,845        5,508,452
                               ----------        ----------       ----------

Identifiable Assets            15,197,987        13,490,291       13,415,539
General Corporate Assets        5,742,936         7,728,271        6,161,647
                               ----------        ----------       ----------

TOTAL ASSETS                 $ 20,940,923      $ 21,218,562     $ 19,577,186
                               ==========        ==========       ==========

Included in the Identifiable Assets of the Molded Plastics Segment is goodwill
totaling $413,280 at December 31, 2007, 2006 and 2005.

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.












                                     II-41
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------


NOTE 11:  BUSINESS SEGMENT DATA (CONTINUED)

                                   YEAR              YEAR             YEAR
                                   ENDED             ENDED            ENDED
                                   2007              2006             2005
                                  ------            ------           ------
DEPRECIATION AND
AMORTIZATION EXPENSE OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 498,002         $ 444,445        $ 460,945
Molded Plastics                   275,916           312,396          248,672
                                  -------           -------          -------
Segment Depreciation and
  Amortization Expense            773,918           756,841          709,617
General Corporate Depreciation
  and Amortization Expense         80,882           153,635          147,089
                                  -------           -------          -------
TOTAL DEPRECIATION AND
AMORTIZATION EXPENSE            $ 854,800         $ 910,476        $ 856,706
                                  =======           =======          =======


                                   YEAR            YEAR            YEAR
                                   ENDED           ENDED           ENDED
                                   2007            2006            2005
                                  ------          ------          ------
CAPITAL EXPENDITURES OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $  83,857       $ 412,814      $   397,436
Molded Plastics                   169,445         343,284          739,703
                                  -------         -------        ---------

Segment Capital Expenditures      253,302         756,098        1,137,139
General Corporate Capital
 Expenditures                       6,230          36,554           78,088
                                  -------         -------        ---------

TOTAL CAPITAL EXPENDITURES      $ 259,532       $ 792,652      $ 1,215,227
                                  =======         =======        =========

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



                                     II-42
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2007, 2006 AND 2005
                      --------------------------------

NOTE 12:  MAJOR CUSTOMERS

With the continuing acquisitions, mergers and other consolidations in the
supermarket industry, there is increasing concentration of candied fruit
buying activity.  During 2007, the Company derived nearly 15% of its
consolidated revenues from Wal-Mart Stores, Inc.  This customer is not
affiliated with Paradise, Inc. in any way, and has exclusive use of a
Paradise-owned controlled brand.  In addition, plastics sales to Aqua Cal,
Inc. accounted for 13% of the Company's consolidated revenues.  The loss
of any of these customers would have a material adverse effect on
operating earnings.


NOTE 13:  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 $3,299,821 at
December 31, 2007.  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 14:  	SUBSEQUENT EVENT

On March 18, 2008, the Company declared a regular dividend of $.10 per share
to stockholders of record at April 11, 2008.

















                                     II-43
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

                   None


Item 8A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

Our management carried out an evaluation, under the supervision and with
the participation of our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures as
of the end of our year ended December 31, 2007 pursuant to Exchange Act
Rule 13a-15(b).  Based upon that evaluation, our Chief Executive Officer
and our Chief Financial Officer concluded that, as of the end of our year
ended December 31, 2007, our disclosure controls and procedures were
effective.

The term "disclosure controls and procedures," as defined under the
Exchange Act, means controls and other procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting
----------------------------------------------------

There have been no changes in our internal control over financial
reporting that occurred during the year ended December 31, 2007 that have
materially affected, or are reasonable likely to materially affect, our
internal control over financial reporting.














                                   II-44
Item 8B.  Management's Annual Report on Internal Control over
           Financial Reporting


Our management, under the supervision and with the participation of our
President and Chief Executive Officer and our Chief Financial Officer, is
responsible for establishing and maintaining adequate internal control
over financial reporting as such term is defined in Exchange Act Rule 13a-
15(f).  Our management has assessed the effectiveness of our internal
control over financial reporting as of December 31, 2007.  Management's
evaluation was based on criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework.  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles.  Our internal control over financial reporting includes those
policies and procedures that:

  (1) pertain to the maintenance of records that, in reasonable detail,
       accurately and fairly reflect our transactions and dispositions of
       our assets;

  (2) provide reasonable assurance that transactions are recorded as
       necessary to permit preparation of financial statements in
       accordance with generally accepted accounting principles, and that
       our receipts and expenditures are being made only in accordance
       with authorizations of our management and board of directors; and

  (3) provide reasonable assurance regarding prevention or timely
       detection of unauthorized acquisition, use, or disposition of
       our assets that could have a material effect on our financial
       statements.

Because of its inherent limitations, internal control over financial
reporting determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and may not prevent or
detect all misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Based on the COSO criteria and our management's evaluation, our management
believes our internal control over financial reporting as of December 31,
2007 was effective.











                                   II-45
Item 8B.   Management's Annual Report on Internal Control over
           Financial Reporting (Continued)


Important Considerations
------------------------

The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various inherent
limitations, including cost limitations, judgments used in decision
making, assumptions about the likelihood of future events, the soundness
of our systems, the possibility of human error, and the risk of fraud.
Moreover, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of
changes in conditions and the risk that the degree of compliance with
policies or procedures may deteriorate over time.  Because of these
limitations, there can be no assurance that any system of disclosure
controls and procedures or internal control over financial reporting will
be successful in preventing all errors or fraud or in making all material
information known in a timely manner to the appropriate levels of
management.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over
financial reporting.  Management's report was not subject to attestation
by the Company's registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management's report in this annual report.




























                                    II-46
PART III

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

                    Directors of the Registrant
                    ---------------------------

Melvin S. Gordon -           CEO and Chairman of the Registrant, 74 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 43 years.

Eugene L. Weiner -           Vice-President of the Registrant, 76 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 42 years.
                             (See note on page III-2)

Randy S. Gordon -            President of the Registrant, 52 years old. Term
                             of office will expire at next stockholders'
                             meeting. Employee or officer of Registrant past
                             29 years.

Tracy W. Schulis -           Senior Vice-President and Secretary of the
                             Registrant, 50 years old.  Term of office will
                             expire at next stockholders' meeting.  Employee
                             or officer of Registrant past 28 years.

Mark H. Gordon -             Executive Vice-President of the Registrant, 45
                             years old. Term of office will expire at next
                             stockholders' meeting.  Employee or Officer of
                             Registrant past 22 years.

                    Executive Officers of the Registrant
                    ------------------------------------

Melvin S. Gordon -           CEO and Chairman, 74 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 43 years.

Eugene L. Weiner -           Vice-President, 76 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 42 years.

Randy S. Gordon -            President, 52 years old.  Term of office will
                             expire at next annual directors' meeting.
                             Employee or officer of Registrant past 29 years.

Tracy W. Schulis -           Senior Vice-President and Secretary, 50 years
                             old.  Term of office will expire at next annual
                             directors' meeting.   Employee or officer of
                             Registrant past 28 years.

Mark H. Gordon -             Executive Vice-President, 45 years old.  Term of
                             office will expire at next annual directors'
                             meeting.  Employee or Officer of Registrant past
                             22 years.
                                       III-1
Item 9.  Directors and Executive Officers of the Registrant (Continued)


Jack M. Laskowitz -          CFO and Treasurer, 51 years old.  Term of office
                             will expire at annual directors' meeting.
                             Employee or officer with Registrant past 7 years.


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


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.


Audit Committee Financial Expert
--------------------------------

Rules recently adopted by the Securities and Exchange Commission (the "SEC")
to implement sections of the Sarbanes-Oxley Act of 2002 (the "Act") require
disclosure of whether the Company has an audit committee financial expert on
its audit committee.  The Company has not formally designated an audit
committee; however, the Act stipulates that if no such committee exists,
then the audit committee is the entire board of directors.

The Company's Board of Directors has determined that Eugene L. Weiner, is
"an audit committee financial expert".  Eugene L. Weiner is a Director and
also a Vice-President of the Company and therefore is not independent of
management.


Code of Business Conduct and Ethics
-----------------------------------

The Company has adopted a Code of Business Conduct and Ethics that applies
to all executive officers, directors and employees of the Company.  The Code
of Business Conduct and Ethics is attached as an exhibit to this Annual
Report on Form 10-KSB.











III-2
Item 10.  Executive Compensation

(a) and (b)  The following summary compensation table sets forth all
             remuneration paid or accrued by the Company and its subsidiaries
             for the years ended December 31, 2007, 2006 and 2005 to its
             Chief Executive Officer and the four other highest paid
             executive officers whose total remuneration exceeded $100,000.

                             COMPENSATION
                             ------------
NAME AND PRINCIPAL                                           BENEFITS UPON
    POSITION             YEAR    SALARY (1)    BONUS       RETIREMENT (2) (3)
--------------------     ----    ----------   -------     -------------------
Melvin S. Gordon,
 Chief Exec. Officer     2007    $ 372,029     65,000
                         2006      353,226     65,000
                         2005      353,478     65,000            (4)

Randy S. Gordon,
 President               2007      225,270     66,957         $ 44,977
                         2006      213,846     49,257           44,977
                         2005      206,814     49,257           72,000

Tracy W. Schulis,
 Senior Vice-President
  and Secretary          2007      225,270     72,357           42,633
                         2006      212,420     49,257           42,633
                         2005      206,516     49,257           72,000

Mark H. Gordon,
 Executive Vice-
  President              2007      225,270     59,057           33,888
                         2006      212,964     49,257           33,888
                         2005      205,858     49,257           72,000

Jack M. Laskowitz,
 Chief Financial Officer 2007      118,564     27,635            5,419
                         2006      111,804     13,800            5,419
                         2005      104,079     12,000           22,217

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

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

2. The amounts at December 31, 2007 were calculated based on the retirement
   plan being frozen on November 30, 2006 pursuant to the Company's curtailment
   of plan benefits in connection with actions taken to terminate the plan in
   2007 as soon as regulatory approval is received.  The prior year amounts
   were computed actuarially according to the Retirement Plan of the Company
   assuming certain facts as follows: a) that the participant remains in the
   service of the Company until his normal retirement date at age 65; b) that
   the participant's earnings increase 4.50% annually during the remainder of
   his service until retirement age subject to the maximum annual compensation
   limits established by law; and c) that the plan be continued without
   substantial modification.
                                    III-3
Item 10.  Executive Compensation (Continued)

3. As of the latest available actuarial valuation date.

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



(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
            and Related Stockholder Matters

(a)  The following table sets forth as of December 31, 2007, 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
           and Related Stockholder Matters (Continued)

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

Melvin S. Gordon          Common
2611 Bayshore Blvd.
Tampa, Florida                                 192,742 (1)        37.1%
                                               -------            ----

TOTAL                                          192,742            37.1%
                                               =======            ====


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


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

                                         AMOUNT AND NATURE
                          TITLE OF         OF BENEFICIAL           PERCENT
                           CLASS           OWNERSHIP (1)           OF CLASS
                          --------       -----------------         --------
Directors and
Officers
As a Group                 Common             217,697                41.9%
                                              =======                ====

Melvin S. Gordon           Common             192,742 (2)            37.1%

Eugene L. Weiner           Common                 307                   0

Randy S. Gordon            Common               7,400                 1.4

Tracy W. Schulis           Common               8,648                 1.7

Mark H. Gordon             Common               8,600                 1.7


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

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

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




                                    III-5
Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

          None

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

(a)   Exhibit (3) - Articles of Incorporation and By-Laws (Incorporated by
                    reference from Exhibits to Paradise, Inc.'s Annual
                    Report on Form 10-KSB for the year ended December 31,
                    1993, filed on March 31, 1994)

      Exhibit (11) - Statement Re: Computation of Per Share Earnings
                     (Incorporated by reference from Exhibits to page II-24
                     of this Form 10-KSB)

      Exhibit (14.1) - Code of Business Conduct and Ethics

      Exhibit (21) - Subsidiaries of the Small Business Issuer (filed
                     herewith)

      Exhibit (31.1) - Certification of Chief Executive Officer pursuant to
                       Rule 13a-14(a) (filed herewith)

      Exhibit (31.2) - Certification of Chief Financial Officer pursuant to
                       Rule 13a-14(a) (filed herewith)

      Exhibit (32.1) - Certification of Chief Executive Officer pursuant to
                       18 U.S.C. Section 1350 (filed herewith)

      Exhibit (32.2) - Certification of Chief Financial Officer pursuant to
                       18 U.S.C. Section 1350 (filed herewith)


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

       On December 20, 2007, Form 8-K was filed by Paradise, Inc. in order
       for the Board of Directors to appoint Pender Newkirk & Company, LLP
       to serve as Paradise, Inc.'s independent auditors for the current
       fiscal year ending December 31, 2007.  Pender Newkirk and Company,
       LLP replaced Bella, Hermida, Gillman, Hancock & Mueller as
       Paradise, Inc.'s independent auditors.












                                    III-6
Item 14.  Principal Accountant Fees and Services
          --------------------------------------

Audit Fees
----------

The aggregate fees billed for professional services rendered by Pender
Newkirk and Company, LLP and Bella, Hermida, Gillman, Hancock & Mueller for
the audit of the Company's annual financial statements and review of
financial statements included in the Company's Forms 10-QSB for fiscal years
2007 and 2006 were $142,470 and $97,350, respectively.  At the time of
this filing, not all audit fees had been billed for the 2007 fiscal year.

Audit-Related Fees
------------------

The aggregate fees billed in fiscal years 2007 and 2006 for assurance and
related services by Pender Newkirk and Company, LLP and Bella, Hermida,
Gillman, Hancock & Mueller that were reasonably related to the performance
of the audit or review of the Company's financial statements were $30,000
and $-0-, respectively.  The nature of those services was employee benefit
plan audits, due diligence related to potential acquisitions, and accounting
consultations in connection with potential acquisitions.

Tax Fees
--------

The aggregate fees billed in fiscal years 2007 and 2006 for professional
services rendered by Pender Newkirk and Company, LLP and Bella, Hermida,
Gillman, Hancock & Mueller for tax compliance, tax advice and tax planning
were $36,000 and $33,000, respectively.  The nature of those services
involved the preparation of federal, state and local tax returns, tax
payment-planning services and preparation of employee benefit plan tax
forms.

All Other Fees
--------------

No fees were billed in fiscal years 2007 and 2006 for professional services
rendered by Pender Newkirk and Company, LLP and Bella, Hermida, Gillman,
Hancock & Mueller for other products or services.

The Company has not formally designated an audit committee and as a result,
the entire board of directors performs the duties of an audit committee.
It's the Board's policy to pre-approve all services provided by Pender
Newkirk and Company, LLP on December 20, 2007.  Since all services provided
by the principal accountant are pre-approved, the Company does not rely on
pre-approval policies and procedures.








                                    III-7

                              SIGNATURES
                              ----------

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



March 28, 2008                                       PARADISE, INC.
--------------
Date
                                                     /s/ Melvin S. Gordon
                                                     --------------------
                                                     Melvin S. Gordon
                                                     CEO and Chairman


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



/s/ Melvin S. Gordon          CEO, Chairman               March 28, 2008
----------------------         and Director               --------------
 Melvin S. Gordon                                         Date


/s/ Eugene L. Weiner          Vice-President              March 28, 2008
----------------------         and Director               --------------
 Eugene L. Weiner                                         Date


/s/ Randy S. Gordon           President and Director      March 28, 2008
----------------------                                    --------------
 Randy S. Gordon                                          Date


/s/ Tracy W. Schulis          Senior Vice-President,      March 28, 2008
----------------------         Secretary and Director     --------------
 Tracy W. Schulis                                         Date


/s/ Mark H. Gordon            Executive Vice-President    March 28, 2008
----------------------         and Director               --------------
 Mark H. Gordon                                           Date


/s/ Jack M. Laskowitz         CFO and Treasurer           March 28, 2008
----------------------                                    --------------
 Jack M. Laskowitz                                        Date



                                  III-8
                              SIGNATURES
                              ----------

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



March 28, 2008                                       PARADISE, INC.
--------------
Date

                                                     --------------------
                                                     Melvin S. Gordon
                                                     CEO and Chairman


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



                              CEO, Chairman               March 28, 2008
----------------------         and Director               --------------
 Melvin S. Gordon                                         Date


                              Vice-President              March 28, 2008
----------------------         and Director               --------------
 Eugene L. Weiner                                         Date


                              President and Director      March 28, 2008
----------------------                                    --------------
 Randy S. Gordon                                          Date


                              Senior Vice-President,      March 28, 2008
----------------------         Secretary and Director     --------------
 Tracy W. Schulis                                         Date


                              Executive Vice-President    March 28, 2008
----------------------         and Director               --------------
 Mark H. Gordon                                           Date


                              CFO and Treasurer           March 28, 2008
----------------------                                    --------------
 Jack M. Laskowitz                                        Date




                                   III-8
                                  Exhibit 31.1

                      Certification of Chief Executive Officer
                             pursuant to Rule 13a-14(a)
                      ----------------------------------------



I, Melvin S. Gordon, certify that:

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

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

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

4.  The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a)  Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this annual report is being prepared;

b)  Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

c)  Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
and

d)  Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and


5.  The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.


Date:  March 28, 2008


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



































                                   Exhibit 31.2

                      Certification of Chief Financial Officer
                             pursuant to Rule 13a-14(a)
                      ----------------------------------------



I, Jack M. Laskowitz, certify that:

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

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

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

4.  The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a)  Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual
report is being prepared;

b)  Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

c)  Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and



5.  The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.


Date:  March 28, 2008


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



































                                Exhibit 32.1

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


In connection with the Annual Report of Paradise, Inc. on Form 10-KSB for
the period ending December 31, 2007 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Melvin S.
Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
Paradise, Inc.


         /s/ Melvin S. Gordon                  Date:  March 28, 2008
       -----------------------------
       Melvin S. Gordon
       Chief Executive Officer and Chairman






























                                Exhibit 32.2

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


In connection with the Annual Report of Paradise, Inc. on Form 10-KSB for
the period ending December 31, 2007 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jack M.
Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
Paradise, Inc.


         /s/ Jack M. Laskowitz               Date:  March 28, 2008
       ----------------------------
       Jack M. Laskowitz
       Chief Financial Officer and Treasurer






























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