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, 2005
                         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:             $ 24,951,824

State the aggregate market value of the voting stock held by non-affiliates
of the registrant, $5,278,929 (as of January 31, 2006, bid price $17.50)

   Class                                  Outstanding at December 31, 2005
-----------                               --------------------------------

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.
==============

2005 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                          II-1 - II-2

Item 6.     Management's Discussion and Analysis or
             Plan of Operation                                    II-3 - II-9

Item 7.     Financial Statements                                 II-10 - II-39

Item 8.     Changes In and Disagreements with Accountants
             On Accounting and Financial Disclosure                     II-40

Item 8A.    Controls and Procedures                                     II-40


                                      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                                     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 13 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 2005, 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.

    During 1993, and through another wholly owned subsidiary, the Company
                                      I-2
Item 1. Description of Business (Continued)

    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.

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

    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 2005, the Company derived nearly 13% 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 16% 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 65-75% of all candied fruits and peels
    consumed in the U.S. during 2005.  The Company knows of two major
    competitors; however, it estimates that none of these has as large a
    share of the market as the Company's.

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

    By local ordinance, it is required that all water effluent is metered,
    tested and discharged into a municipal industrial waste treatment plant.
    During 2005, costs for this discharge exceeded $300,000, and management
    estimates that all expenses directly related to compliance with
    environmental regulations total well over $400,000 annually, which
    includes costs for permits, third party inspections and depreciation of
    installations.

    The Company employs between 140 and 275 people, depending upon the
    season.
                                      I-4
Item 1. Description of Business (Continued)

    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.  Other facilities, in excess of the Company's current
    needs, are leased to others.

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

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

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


Item 3. Legal Proceedings

        None


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

        None









                                      I-5
PART II

Item 5. Market for Common Equity and Related Stockholder Matters

  On August 22, 1997 the Securities and Exchange Commission issued new
  listing requirements for companies listed on the NASDAQ Small Cap Market.
  The new requirements became effective on February 23, 1998.  As of March
  2006, 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
                                           ------     ------
                    2005

                First Quarter               22.00      20.10
                Second Quarter              21.00      17.85
                Third Quarter               19.00      17.05
                Fourth Quarter              19.00      17.00



                    2004

                First Quarter               29.00      23.00
                Second Quarter              24.00      19.80
                Third Quarter               22.50      20.50
                Fourth Quarter              22.50      20.20





 (b) Approximate Number of Equity Security Holders

  As of December 31, 2005, 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               164






                                      II-1


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

  (c) Dividend History and Policy

      Dividends have been declared and paid annually, only when warranted by
      profitability.  On February 9, 2006 the Board of Directors declared
      dividends of $.15 per share for stockholders of record on April 14, 2006.
      Dividends paid to stockholders for 2004 were $.10 and for 2003, $.20.

      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
                           -----------------------      --------------------
                            2005    2004     2003       2005-2004   2004-2003
                            ----    ----     ----       ---------   ---------
NET SALES:
Candied Fruit               67.8%   70.0%    77.0%         6.1%       -4.0%
Molded Plastics             32.2    30.0     23.0         17.9        37.6
                           -----   -----    -----         ----        ----

                           100.0   100.0    100.0          9.6         5.6
Cost of Sales               74.8    76.1     71.4          7.7        12.6
Selling, General and
 Administrative Expense     20.1    19.4     20.1         13.7         1.6
Depreciation and
  Amortization               3.4     3.6      3.5          5.8         6.6
Interest Expense             0.8     0.6      0.4         35.3        52.5
                           -----   -----    -----        -----       -----
                                                           9.0        10.3
Income from Operations       0.9     0.3      4.6        209.2       -92.4
Gain on Sale of Land         2.8
Other Income, Net            0.2     0.2      0.1          0.7        46.0
                           -----   -----    -----        -----        ----
Income Before Provision
  for Income Taxes           3.9     0.5      4.7        713.8       -88.2
Provision for Income
  Taxes                      1.7     0.2      1.9        822.9       -89.2
                           -----   -----    -----        -----       -----
Net Income                   2.2%    0.3%     2.8%       647.6%      -87.5%
                           =====   =====    =====        =====       =====
(1) Liquidity

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

(2) Capital Resources

The Company does not have any material outstanding commitments for capital
expenditures.  Management is not aware of any material trends either favorable
or unfavorable in the Company's capital resources.
                                      II-3

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

(3) Results of Operations

                            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
                                    II-4
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

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



fruit products at prices ranging from 2-5% lower than in the previous year.

This is 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.

The proceeds from this sale have been used to assist in the funding for
                                    II-5
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

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



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 will
facilitate 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.



                            2004 Compared to 2003
                            ---------------------

Paradise, Inc. is the leading producer of glace' fruit, a primary ingredient of
fruit cakes which are sold to manufacturing bakers, institutional users and
retailers throughout the United States leading up to and during the holiday
season of Thanksgiving and Christmas.  Paradise, Inc.'s position in the
marketplace continues to be strong as management estimates the Company sells
approximately 65-75% of all glace' fruits products and peels consumed in the
United States.  Furthermore, Paradise, Inc. remains the only company in the
glace' fruit industry with its own in-house plastics packaging facility.  The
Company's in-house facility provides management with the ability to maintain a
consistent level of quality control throughout the entire cycle of processing,
packaging and distribution of its glace' fruit products to the marketplace.

During 2004, net sales within the Company's fruit segment, which represents 70%
of the Company's overall net sales, decreased by 4% compared to 2003.  Directly
affecting this decrease was a decision by Sam's Club, a subsidiary of Wal-Mart
Stores, Inc. not to renew its annual commitment to purchase glace' fruit
products.  Based on Sam's Club's 2003 level of purchasing activity, this
cancellation resulted in a 5% decrease in fruit segment net sales during 2004.

Excluding the cancellation from Sam's Club, fruit segment net sales produced a
slight increase of 1% compared to 2003 net sales.  Reasons for this small
increase are directly attributable to the on-going competition and
consolidation of various national and regional supermarket chains who are
trying to compete with the growth of Wal-Mart Stores, Inc. and its affiliated
Sam's Club.  Supermarkets pressured by reduced profit margins are finding it
necessary to close their less profitable locations and/or sell off various
assets in order to maintain profitability.  Consequently, the reduction of
stores along with the pressure to remain profitable has limited the ability of
Paradise, Inc. to increase its sales volume and prices to its primary retail
customers during the past year.

For 2004, Paradise Plastics, Inc., a wholly owned subsidiary, contributed net
                                    II-6
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                            2004 Compared to 2003
                            ---------------------


sales to unaffiliated customers that accounted for 30% of overall Company net
sales, compared to 23% in 2003.  This contribution includes $829,305 in net
sales activity from the acquisition of Mastercraft Products Corporation (MPC),
a Central Florida plastics thermoformer, during 2004.  As mentioned in
Paradise, Inc.'s earlier filing, the Company acquired 100% of the outstanding
shares of MPC on May 13, 2004.  Management is confident that the combination of
resources, capabilities and facilities will greatly enhance the sales of
plastics products currently offered to MPC's food, medical and other high-tech
customers located throughout the Southeast.

Excluding the net sales activity generated from Mastercraft Products
Corporation during 2004, plastics net sales to unaffiliated customers increased
by 21% compared to the prior year.  The primary factor for this growth has been
management's ability to consistently produce high quality plastics products on
a timely basis, and offer engineering and design expertise to both new and
existing customers.  Thus, as current customer needs expand, and Paradise
Plastics' growing resources and facilities open the potential for new
customers, management is confident that this segment of business will continue
to flourish.

Cost of goods sold expressed as a percentage of net sales increased 4.9%
compared to the prior year.  One reason for this increase was the sharp rise in
energy costs, both to the Company and to the Company's suppliers of plastics
raw materials, who were forced to raise their prices dramatically during the
second half of 2004.  Furthermore, increases in gasoline prices resulted in
increased transportation expenses in the form of surcharges from commercial
freight carriers used to ship the majority of Paradise, Inc.'s glace' fruit
products to its customers.  It is trade practice to negotiate annual sales
contracts for glace' fruit months in advance of actual delivery dates.
Therefore, the Company was unable to pass along these increases in fuel cost.
As the price of energy continues to increase, Paradise, Inc. will make every
attempt to incorporate these increases into the Company's 2005 pricing
structure.

Finally, increases in cost of sales were also incurred in connection with the
Company's introduction of an expanded labeling and coupon redemption program
for private label brands.  During the prior year, Paradise, Inc. introduced
this program for Company brands only.

Selling, general and administrative expenses as a percentage to net sales
decreased by less than 1% compared to the prior year.  Increases received
relating to the Company's pension and health care programs were more than
offset by payroll reductions to the Company's executive and managerial staff.

Depreciation and amortization expenses as a percentage to net sales remained
relatively unchanged as additions to plant equipment were offset by an almost
equal amount of retirements or dispositions.

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

(3) Results of Operations (Continued)

                            2004 Compared to 2003
                            ---------------------

Interest expense increased by $48,159 or 52% compared to the prior year as the
Company began to receive increases in interest rates charged by its commercial
lender on long-term debt and revolving short-term working capital loans.

In summary, with continuing turmoil and consolidation occurring within the
grocery industry, along with the cancellation of sales by Sam's Club, fruit
segments net sales decreased by 4% during 2004.  Furthermore, increases in the
cost of plastics raw materials received from the Company's suppliers, due to
rising energy prices, added 4.8% to the Company's overall cost of sales.  The
combination of these events produced net income of $74,455 or $.14 earnings per
share for 2004, compared to $597352 in net income or $1.15 earnings per share
for 2003.

                            2003 Compared to 2002

During 2003, Paradise, Inc. witnessed further consolidation within the grocery
industry along with the reduction of the number of food brokerage firms who
market the Company's products to supermarket customers.  The dynamics of the
entire industry continue to change dramatically, with Wal-Mart and its
affiliates growing their share of almost every market.  Due to this factor and
the unsettled state of the national economy, many of the Company's customers
continued to be cautious as to the level of inventory they were willing to
maintain on their shelves leading up to and through the holiday selling season.
Given the challenges this environment presents, Paradise, Inc.'s fruit segment
net sales, which accounted for 77% of the Company's overall net sales in 2003,
experienced a 9.6% decline compared to the prior year.

With a view toward creating new sales opportunities in this changing market,
Paradise, Inc., the nation's leading producer of glace' fruit, is developing
new innovative methods to enhance the marketing, advertising and distribution
of its glace' fruit products.

The Company launched several major initiatives to expand consumer awareness of
the Company's glace' fruit products during 2003.  First, the Company rolled out
a new marketing campaign which centered on the introduction of highly visible
new labels for Paradise, Inc.'s brand name glace' fruit products.  These labels
included a number of baking recipes along with coupons redeemable for the
purchase of additional glace' fruit.  Secondly, the Company introduced a web
site specifically designed for its glace' fruit, providing a variety of
traditional holiday and year round recipes.  The website also listed a toll
free number in which consumers with questions regarding the Company's glace'
fruit products could call to receive additional information.

Reaction to Paradise, Inc.'s 2003 marketing campaign and web site was well
received from both supermarket buyers and individual consumers.  In fact,
suggestions regarding new baking ideas and recipe recommendations have already
been included in the Company's marketing plans for the upcoming selling season.
Paradise, Inc. is confident these changes will continue to have a positive
                                    II-8

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

(3) Results of Operations (Continued)

                            2003 Compared to 2002
                            ---------------------


impact on future glace' fruit sales.

The Plastics segment generated an increase of 4.3% in net sales to unaffiliated
customers, as compared to the prior year.  Management continues to focus its
attention on the retention of customers who require a higher degree of
technology in the production of custom molding products.  Plastics, which
contributed 23% of the Company's overall net sales during 2003 compared to 20%
for the prior year, will continue to play an important role in the future, as
the Company explores opportunities to expand its injection molding and
thermoforming operations.  This segment also introduced its own web site
during 2003.  Information highlighting product types are included on the web
site along with video illustrations of the production process of its custom
molding and thermoforming applications.

Cost of goods sold expressed as a percentage of net sales increased 4.8%
compared to the prior year.  Contributing 1% to this increase was the sale of
frozen strawberry products held in inventory from the prior year.  As of the
end of 2003, frozen strawberry inventory available for sale was depleted.
Other increases in cost of sales were due to higher prices paid for certain
raw materials within the fruit and plastics segments.  Furthermore, increases
in cost of goods were incurred in connection with the Company's redesign and
production of its new labeling and coupon redemption program.

Selling, general and administrative expenses as a percentage to net sales
decreased less than 1% compared to the prior year.  Increases in selling
expenses associated with Paradise, Inc.'s new labeling and coupon redemption
program were offset by decreases in administrative payroll.  Depreciation and
amortization expenses declined 11% compared to the prior year as retirements
to the Company's fixed assets exceeded new additions.

Interest expense declined 45% compared to the prior year as Paradise, Inc.
continues to benefit from low interest rates charged by its commercial lender
on long-term debt and revolving short-term working capital loans.

In summary, with the reduction of net fruit sales combined with increases in
the cost of raw materials and marketing expenses to produce the Company's new
labeling and coupon program, Paradise, Inc. recorded after tax net income of
$597,352 for 2003 versus $1,205,419 for 2002.  Earnings per share
were $1.15 in 2003 versus $2.32 in 2002.  The effective tax rate for 2003 was
41.1% versus 40.8% for 2002.








                                    II-9

Item 7. Financial Statements



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

March 23, 2006


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

We have audited the accompanying consolidated balance sheets of Paradise, Inc.,
and subsidiaries as of December 31, 2005, 2004 and 2003, 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, 2005, 2004 and 2003, 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


                                      II-10

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

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

                            ASSETS
                            ------
                                                  DECEMBER 31,

                                      2005           2004            2003
                                     ------         ------          ------
CURRENT ASSETS:
Cash and Cash Equivalents        $  4,069,884   $  3,258,811    $  3,110,599
Accounts Receivable, Net of
 Allowance for Doubtful
 Accounts of $ -0- and
 Allowance for Returns of
 $981,000 (2005), $1,185,000
 (2004) and $986,000 (2003)         2,085,033        475,211         644,310
Inventories                         6,077,413      6,537,254       7,237,850
Prepaid Expenses and Other
 Current Assets                       326,658        452,295         429,510
Deferred Income Tax Asset             175,932        277,970         305,983
Income Tax Refund Receivable                         365,485         452,537
                                   ----------     ----------      ----------

     Total Current Assets          12,734,920     11,367,026      12,180,789



PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of
 $14,615,187 (2005), $13,901,051
 (2004) and $13,174,738 (2003)      5,962,979      5,744,748       5,675,711



GOODWILL                              413,280        413,280



OTHER ASSETS                          466,007        750,526         637,552
                                   ----------     ----------      ----------


TOTAL ASSETS                     $ 19,577,186   $ 18,275,580    $ 18,494,052
                                   ==========     ==========      ==========



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

                                     II-11







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

                                                 DECEMBER 31,

                                      2005           2004            2003
                                     ------         ------          ------
CURRENT LIABILITIES:
Short-Term Debt                   $    10,785   $     45,216    $    274,405
Accounts Payable                      570,547        217,730         391,591
Accrued Expenses                    1,391,927        984,734       1,271,025
Dividends Payable                       4,615          4,978         108,848
Income Taxes Payable                  390,097
Current Portion of Long-Term Debt     219,328        255,459         235,554
                                   ----------     ----------      ----------

Total Current Liabilities           2,587,299      1,508,117       2,281,423

LONG-TERM DEBT,
   NET OF CURRENT PORTION             610,033        803,891         373,407

DEFERRED INCOME TAX LIABILITY         431,784        536,548         494,273
                                   ----------     ----------      ----------

Total Liabilities                   3,629,116      2,848,556       3,149,103
                                   ----------     ----------      ----------
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                  14,799,406     14,294,561      14,220,106
Unrealized Holding Loss on
  Securities                     (     38,138 ) (     54,339 )  (     61,959 )
                                   ----------     ----------      ----------

                                   16,224,989     15,703,943      15,621,868

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

Total Stockholders' Equity         15,948,070     15,427,024      15,344,949
                                   ----------     ----------      ----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY          $ 19,577,186   $ 18,275,580    $ 18,494,052
                                   ==========     ==========      ==========

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

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                     2005            2004            2003
                                    ------          ------          ------

NET SALES                       $ 24,951,824    $ 22,763,684    $ 21,559,973
                                  ----------      ----------      ----------
COSTS AND EXPENSES:
 Cost of Goods Sold
  (Excluding Depreciation)        18,665,504      17,332,636      15,387,779
 Selling, General and
  Administrative Expenses          5,008,995       4,406,990       4,338,168
 Depreciation and Amortization       856,706         809,412         759,049
 Interest Expense                    189,218         139,807          91,648
                                  ----------      ----------      ----------

    Total Costs and Expenses      24,720,423      22,688,845      20,576,644
                                  ----------      ----------      ----------

INCOME FROM OPERATIONS               231,401          74,839         983,329

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

OTHER INCOME - NET                    45,136          44,823          30,696
                                  ----------      ----------      ----------
INCOME BEFORE PROVISION
    FOR INCOME TAXES                 973,803         119,662       1,014,025

PROVISION FOR INCOME TAXES           417,023          45,207         416,673
                                  ----------      ----------      ----------

NET INCOME                           556,780          74,455         597,352

OTHER COMPREHENSIVE INCOME (LOSS):
 Unrealized Gain (Loss) on
  Available for Sale Securities,
  Net of Tax                          16,201           7,620          24,832
                                  ----------      ----------      ----------

COMPREHENSIVE INCOME            $    572,981    $     82,075    $    622,184
                                  ==========      ==========      ==========
EARNINGS PER SHARE:

         Basic                        $ 1.07          $ 0.14          $ 1.15
                                        ====            ====            ====
         Diluted                      $ 1.07          $ 0.14          $ 1.15
                                        ====            ====            ====

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements                             II-13
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
         ----------------------------------------------------------

                                                                  UNREALIZED
                                    CAPITAL IN                    HOLDING GAIN
                          COMMON    EXCESS OF      RETAINED       (LOSS) ON
                          STOCK     PAR VALUE      EARNINGS       SECURITIES
                          ------    ----------     --------       ----------
Balance, December 31,
 2002                   $ 174,928   $ 1,288,793 $  13,726,624     $( 86,791 )

Cash Dividends Declared,
 $.20 per Share                                  (    103,870 )

Other Comprehensive Gain                                             24,832

Net Income                                            597,352
                          -------     ---------    ----------        ------
Balance, December 31,
 2003                     174,928     1,288,793    14,220,106      ( 61,959 )

Other Comprehensive Gain                                              7,620

Net Income                                             74,455
                          -------     ---------    ----------        ------
Balance, December 31,
 2004                     174,928     1,288,793    14,294,561      ( 54,339 )

Cash Dividends Declared,
 $.10 per Share                                   (    51,935 )

Other Comprehensive Gain                                             16,201

Net Income                                            556,780
                          -------     ---------    ----------        ------

Balance, December 31,
 2005                   $ 174,928   $ 1,288,793  $ 14,799,406     $( 38,138 )
                          =======     =========    ==========        ======








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


                                    II-14









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


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


                    (    103,870 )

                          24,832

                         597,352
     -------          ----------

   ( 276,919 )        15,344,949

                           7,620

                          74,455
     -------          ----------

   ( 276,919 )        15,427,024


                     (    51,935 )

                          16,201

                         556,780
     -------          ----------


 $ ( 276,919 )     $  15,948,070
     =======          ==========












                                    II-15
                                PARADISE, INC.
                               AND SUBSIDIARIES
                               ================

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   -------------------------------------
                                        FOR THE YEARS ENDED DECEMBER 31,
                                        2005          2004          2003
                                       ------        ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $    556,780  $     74,455  $    597,352
 Adjustments to Reconcile Net
  Income to Net Cash Provided by
  Operating Activities:
   Allowance for Sales Returns      (   204,000 )     199,000   (    47,000 )
   Provision for Estimated Inventory
    Returns                             198,000   (   252,000 ) (    22,000 )
   Increase (Decrease) in Net
    Deferred Income Tax Liability   (     2,726 )      65,692       109,212
   Depreciation and Amortization        856,706       809,412       759,049
   Loss (Gain) on Sale of Property,
    Plant and Equipment             (   697,266 )                     7,172
   Changes in assets and liabilities,
    Net of Acquisition:
     Accounts Receivable            ( 1,405,822 )      29,901     1,756,177
     Inventories                        261,841       952,596   (     2,864 )
     Prepaid Expenses and Other
      Current Assets                    125,637   (    13,314 )     112,829
     Income Tax Refund Receivable       365,485        87,052   (   451,219 )
     Other Assets                        16,201         5,583   (    19,257 )
     Accounts Payable                   352,817   (   213,419 )      76,580
     Accrued Expenses                   406,830   (   145,854 ) (   206,779 )
     Income Taxes Payable               390,097                 (    79,370 )
                                      ---------     ---------     ---------
    Net Cash Provided by
     Operating Activities             1,220,580     1,599,104     2,589,882
                                      ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds on Sale of Property,
  Plant and Equipment                   897,266
 Purchase of Property, Plant and
  Equipment                         (   518,622 ) (   687,435 ) (   557,355 )
 Construction in Progress           (   696,605 )
 Acquisition, Net of Cash                         (   738,816 )
 Purchase of Investments                                        (         8 )
                                       --------     ---------     ---------
    Net Cash Used in Investing
     Activities                     (   317,961 ) ( 1,426,251 ) (   557,363 )
                                      ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments) of
  Short-Term Debt                   (    34,431 ) (   229,189 )     176,922
 Proceeds from Issuance of
  Long-Term Debt                         23,296       800,000
 Principal Payments on Long-Term
  Debt                              (   253,285 ) (   349,611 ) (   219,068 )
                                    II-16
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2005          2004          2003
                                        ------        ------        ------

 Dividends Paid                     (    51,935 ) (   103,870 ) (   181,773 )
 Increase (Decrease) in
  Other Assets                          224,809   (   141,971 ) (    32,803 )
                                      ---------     ---------     ---------
    Net Cash Used in Financing
     Activities                     (    91,546 ) (    24,641 ) (   256,722 )
                                      ---------     ---------     ---------

    Net Increase in Cash                811,073       148,212     1,775,797

CASH AND CASH EQUIVALENTS,
 at Beginning of Year                 3,258,811     3,110,599     1,334,802
                                      ---------     ---------     ---------

CASH AND CASH EQUIVALENTS,
 at End of Year                    $  4,069,884  $  3,258,811  $  3,110,599
                                      =========     =========     =========
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

  Cash Paid During the Year for:

   Interest                          $  200,359    $  140,155     $  91,165
                                        =======       =======       =======

   Income Taxes                      $             $  333,750     $ 830,520
                                        =======       =======       =======

SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

 Long-Term Debt Assumed or Issued for:

  Equipment Purchases or
   Capital Leases                    $             $              $  41,053
                                        =======       =======       =======
 Unrealized Holding Gain (Loss) on
  Securities                         $   16,201    $    7,620     $  24,832
                                        =======       =======       =======






                                     II-17







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

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2005          2004          2003
                                        ------        ------        ------




 Fair Value of Assets Acquired on
  Purchase of Mastercraft Products
  Corporation                        $             $  829,034     $

Cash Paid for Capital Stock                         ( 738,816 )
                                        -------       -------        --------

Liabilities Assumed                  $             $   90,218     $
                                        =======       =======        ========


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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2005, 2004 AND 2003
                         --------------------------------

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.  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.

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.

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 delivery of goods to its customers.

Goodwill
--------

The goodwill acquired represents the excess purchase price over the fair
value of the net assets acquired in the acquisition of Mastercraft Products,
Inc. (Note 18).  These costs are reviewed annually for impairment pursuant
to SFAS No. 142, Goodwill and Other Intangible Assets.

                                   II-19
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2005, 2004 AND 2003
                         --------------------------------
NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

The Company considers freight delivery costs to be selling expenses and has
included $632,418 (2005), $458,483 (2004) and $352,465 (2003) 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 $297,211 (2005), $299,820 (2004) and $200,230
(2003) and are included in selling, general and administrative expenses in
the income statement.

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

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

Other
-----

Certain accounting policies are also included in the text of other notes to
these financial statements.


NOTE 2:  INVENTORIES
                                2005             2004            2003
                               ------           ------          ------

Supplies                    $   202,743      $   171,442      $   192,452
Raw Materials                 1,516,514        2,029,118        1,165,530
Work in Progress                137,459          453,991          425,444
Finished Goods                4,220,697        3,882,703        5,454,424
                              ---------        ---------        ---------

TOTAL                       $ 6,077,413      $ 6,537,254      $ 7,237,850
                              =========        =========        =========

Included in Finished Goods inventory are estimated returns related to the
Allowance for Sales Returns totaling $836,000 (2005), $1,034,000 (2004)
And $782,000 (2003).

Inventories are valued at the lower of cost (first-in, first-out) or market.
Cost includes material, labor and factory overhead.
                                    II-20
                                  PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2005, 2004 AND 2003
                          --------------------------------

NOTE 2:  INVENTORIES (CONTINUED)

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

NOTE 3:  PROPERTY, PLANT AND EQUIPMENT

                                     2005            2004           2003
                                    ------          ------         ------

Land and Improvements            $   656,040     $   856,040     $   856,040
Buildings and Improvements         5,957,590       5,914,755       5,887,707
Machinery and Equipment           13,267,931      12,875,004      12,106,702
                                  ----------      ----------      ----------

Total                             19,881,561      19,645,799      18,850,449
Less:  Accumulated Depreciation   14,615,187      13,901,051      13,174,738
                                  ----------      ----------      ----------

                                   5,266,374       5,744,748       5,675,711
Construction in Progress             696,605
                                   ---------      ----------      ----------

NET                              $ 5,962,979     $ 5,744,748     $ 5,675,711
                                  ==========      ==========      ==========

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

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.

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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 AND 2003
                        --------------------------------

NOTE 3:  PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

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, 2005, 2004 and 2003
was $796,996, $769,780 and $739,303, respectively.

NOTE 4:  INVESTMENT IN MARKETABLE SECURITIES

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

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

                                        2005         2004         2003
                                       ------       ------       ------

Equity Mutual Funds, at cost        $  281,817   $  280,409   $  281,009
Gross Unrealized Losses,
 Before Tax                         (   70,923 )  (  87,124 )  (  99,342 )
                                       -------      -------      -------
Total Marketable Securities,
 at Fair Value                      $  210,894   $  193,285   $  181,667
                                       =======      =======      =======

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:

                                      2005          2004         2003
                                     ------        ------       ------

Proceeds                            $      0      $      0     $      0
                                      ======        ======       ======
Gross Realized Gains                $      0      $      0     $      0
                                      ======        ======       ======
Gross Realized Losses               $      0      $      0     $      0
                                      ======        ======       ======
Change in Unrealized Loss,
 Net of Tax                         $ 16,201      $ 12,218     $ 39,813
                                      ======        ======       ======

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

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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, 2004 AND 2003
                           --------------------------------

NOTE 4:  INVESTMENT IN MARKETABLE SECURITIES (CONTINUED)

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.

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

NOTE 5:  AMORTIZABLE INTANGIBLE ASSETS

Amortizable 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, the Company entered into a covenant not to
compete agreement with the former owner in the amount of $123,000.  It is being
amortized over a period of 36 months.  Accumulated amortization totaled $61,500
and $20,500 at December 31, 2005 and 2004, respectively.  Debt issue costs
incurred of $50,395 are being amortized over the respective terms of the
agreements of 24 and 84 months.  Amortization expense for the years ended
December 31, 2005, 2004 and 2003 was $59,710, $39,632 and $19,746,
respectively.

NOTE 6:  SHORT-TERM DEBT
                                            2005          2004         2003
                                           ------        ------       ------
Letters of credit and other short-
 term debt under a revolving line of
 credit with a bank.                     $ 10,785      $ 45,216      $ 274,405
                                           ------        ------        -------
TOTAL                                    $ 10,785      $ 45,216      $ 274,405
                                           ======        ======        =======

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
           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%


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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2005, 2004 AND 2003
                          --------------------------------

NOTE 6:  SHORT-TERM DEBT (CONTINUED)

                                                           WEIGHTED AVERAGE
           2005                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------

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

                                                            WEIGHTED AVERAGE
           2004                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)              $ 1,358,352                    4.02%

Average aggregate short-term
 borrowings (monthly)              $ 2,557,664                    3.56%

Maximum aggregate short-term
 borrowings (at any month-end)     $ 6,737,964

                                                            WEIGHTED AVERAGE
           2003                       AMOUNT                  INTEREST RATE
          ------                     --------               ----------------
Average bank short-term
 borrowings (monthly)             $  1,539,583                    3.32%

Average aggregate short-term
borrowings (monthly)              $  2,985,413                    2.14%

Maximum aggregate short-term
borrowings (at any month-end)     $  7,249,386

Pursuant to a loan agreement, a bank has agreed to advance the Company 80% of
the Company's eligible receivables and 50% of the Company's eligible
inventory 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.  Principal is due May 31, 2007.

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

The amount available to be drawn down based on the available collateral at
December 31, 2005 was $5,073,533, at December 31, 2004 was $3,373,890 and at
December 31, 2003 was $3,739,831.


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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2005, 2004 AND 2003
                          --------------------------------

NOTE 7:  LONG-TERM DEBT

                                           2005          2004         2003
                                          ------        ------       ------
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, 2007.                   $ 737,993    $   905,591    $ 373,190

Note Payable, 0% interest,
 collateralized by an automobile.
 Monthly payments of $404, maturing
 February 5, 2006.                          7,099          7,828       12,097

Obligations under capital leases.
 Monthly payments totaling $8,413
 including interest at rates ranging
 from 5.21% to 8.25%, collateralized
 by equipment, maturing March 12, 2006
 through August 2, 2010.                   84,269        145,931      223,674
                                          -------      ---------      -------

Total Debt                                829,361      1,059,350      608,961
Less, Current Portion                     219,328        255,459      235,554
                                          -------      ---------      -------

LONG-TERM DEBT                          $ 610,033    $   803,891    $ 373,407
                                          =======      =========      =======


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

                         2006            $ 219,328
                         2007              190,478
                         2008              175,853
                         2009              172,560
                         2010               71,142
                                           -------

                         Total           $ 829,361
                                           =======





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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------

NOTE 8:  LEASES

The Company has certain equipment leases which are classified as capital
leases.  At December 31, 2005, 2004 and 2003, the amount capitalized was
$395,799, $372,594 and $439,865, respectively, and the accumulated
amortization was $163,333 (2005), $125,407 (2004) and $136,199 (2003).
The amount recognized as an obligation was $84,269 (2005), $145,931
(2004) and $223,674 (2003), respectively, which has been included in
long-term debt shown in Note 7.  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 $67,692 (2005), $66,022
(2004) and $82,416 (2003).

At December 31, 2005, 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
     ---------------------------        --------------      ---------
                2006                       $ 50,606         $ 42,317
                2007                         21,430           20,038
                2008                          8,872            8,024
                2009                          5,281
                2010                          3,613
                                             ------           ------

     Total Minimum Lease Payments            89,802         $ 70,379
     Less, Amount Representing Interest       5,531           ======
                                             ------
     PRESENT VALUE OF FUTURE MINIMUM
       CAPITAL LEASE PAYMENTS              $ 84,271
                                             ======












                                      II-26

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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 AND 2003
                        --------------------------------


NOTE 9:  ACCRUED EXPENSES

                                         2005        2004           2003
                                        ------      ------         ------

Accrued Payroll and Bonuses         $   137,968   $ 164,350     $    65,267
Accrued Brokerage Payable               290,174     239,176         305,295
Accrued Pension Cost (Note 10)          168,686     195,371         147,555
Other Accrued Expenses                   62,938      13,421         101,540
Coupon Reimbursement                     67,501      70,000          70,208
Accrued Credit Due to Customers         566,504     193,195         443,916
Accrued Insurance Payable                98,156     109,221         137,244
                                      ---------     -------       ---------
TOTAL                               $ 1,391,927   $ 984,734     $ 1,271,025
                                      =========     =======       =========



NOTE 10:  RETIREMENT PLAN

The Company and its subsidiaries have a defined benefit pension plan covering
all employees who become eligible for participation in the plan on the
semiannual date following one year of service (1,000 hours worked) and the
attainment of age 21.  The total pension cost for 2005, 2004 and 2003 was
$207,660, $185,194 and $157,854, respectively, which includes amortization of
past service cost over 10 years.  The Company makes annual contributions to
fund the plan equal to the amounts deductible for Federal Income Tax
purposes.  The benefit formula being used is known as the frozen initial
liability cost method.  The plan's assets consist of fixed income assets,
whole life insurance contracts and mutual funds.
















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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

The following table sets forth the changes in benefit obligations, changes in
plan assets and the reconciliation of funded status for 2005, 2004 and 2003:

                                      2005           2004           2003
                                     ------         ------         ------
Change in Benefit Obligation:
Benefit Obligation at Beginning
 of Year                          $ 3,475,312    $ 3,274,584    $ 2,749,088
Service Cost                          174,942        171,208        154,688
Interest Cost                         182,081        178,444        163,412
Actuarial (Gain) Loss                 120,167        105,418        244,884
Benefits Paid                     (   188,115 )  (   254,342 )  (    37,488 )
                                    ---------      ---------      ---------

Benefit Obligation at End of Year   3,764,387      3,475,312      3,274,584
                                    ---------      ---------      ---------
Change in Plan Assets:
Fair Value of Plan Assets at
 Beginning of Year                  2,695,393      2,602,907      2,328,805
Actual Return on Plan Assets          216,191        209,450        187,421
Employer Contributions                207,663        137,378        124,169
Benefits Paid                     (   188,115 )  (   254,342 )  (    37,488 )
                                    ---------      ---------      ---------
Fair Value of Plan Assets at
 End of Year                        2,931,132      2,695,393      2,602,907
                                    ---------      ---------      ---------

Reconciliation of Funded Status:
Funded Status (Underfunded)
 Overfunded                       (   833,255 )  (   779,919 )  (   671,677 )
Unrecognized Net Actuarial Loss       708,766        660,233        631,798
Unrecognized Prior Service Cost   (    44,197 )  (    75,685 )  (   107,676 )
                                    ---------      ---------      ---------

Accrued Benefit Cost             $(   168,686 ) $(   195,371 ) $(   147,555 )
                                    =========      =========      =========









                                   II-28
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

The Net Periodic Benefit Cost for 2005, 2004 and 2003 included the following
components:

                                       2005           2004           2003
                                      ------         ------         ------

Service Cost                       $  174,942     $  171,208     $  154,688
Interest Cost                         182,081        178,444        163,412
Expected Return on Plan Assets     (  172,303 )   (  159,140 )   (  142,257 )
Recognized Net Actuarial (Gain)
 Loss                                  27,746         26,673         15,069
Amortization of Prior Service
 Cost                              (   31,488 )   (   31,991 )   (   33,058 )
                                      -------        -------        -------

Net Periodic Benefit Cost          $  180,978     $  185,194     $  157,854
                                      =======        =======        =======


Weighted-Average Assumptions Used:

                                       2005           2004           2003
                                      ------         ------         ------

Discount Rate                          5.50%          5.50%          5.50%
Expected Long-Term Rate of Return      6.50%          6.50%          6.00%
Rate of Compensation Increase          4.01%          4.01%          3.96%



                                       2005            2004            2003
                                      ------          ------          ------

Comparison of Obligations to
 Plan Assets:
  Projected benefit obligation      $ 3,764,387   $  3,475,312    $  3,274,584
  Accumulated benefit obligation      2,896,637      2,600,345       2,492,616
  Fair value of plan assets at
   measurement date                   2,931,132      2,695,393       2,602,907






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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

                                       2005            2004           2003
                                      ------          ------         ------

Plan Assets by Category:
 Equity securities                       48%             44%            34%
 Debt securities                         13%             13%            21%
 Real estate                              0%              0%             0%
 Uncategorized - Whole Life
  Insurance Contract                     39%             43%            45%
                                        ---             ---            ---

   Total                                100%            100%           100%
                                        ===             ===            ===
Description of investment policies
----------------------------------

The assets of the Plan are allocated in a diversified portfolio of
investments.  The portfolio is primarily invested in mutual funds;
however, a significant portion of the Plan's total asset value is
allocated to the cash value of life insurance contracts.  An investment
policy statement defines the target asset allocation of the Plan, which
is reviewed quarterly.  The target allocation is 40% domestic equity, 10%
international equity and the remainder is invested in the cash value of
the life insurance contracts and an investment in the insurance company's
general account.  The primary investment in the general account is fixed
income securities.


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

In 2006, the Company expects to make $178,122 of contributions directly
to pension plan assets.











                                   II-30

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

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

The following benefit payments are expected to be paid over the next 10
fiscal years ending:

2006               140,000
                              2007                68,000
                              2008                97,000
                              2009               130,000
                              2010               370,000
                      Years 2011-2015          2,250,000

These amounts are based on current data and assumptions and reflect expected
future service, as appropriate.

                  Net Periodic Benefit Cost for Upcoming Year
                  -------------------------------------------

                                                                 2006
                                                                 ----

Components of net periodic benefit cost:
  Service cost                                                $  183,899
  Interest cost                                                  193,955
  Expected return on plan assets                               ( 192,546 )
  Amortization of net (gain)/loss                                 29,383
  Amortization of prior service cost                           (  31,488 )
                                                                 -------

  Net periodic benefit cost                                   $  183,203
                                                                 =======

Weighted-average assumptions used to determine
 net periodic benefit cost:
  Discount rate                                                    5.25%
  Expected long-term rate of return                                6.50%
  Rate of compensation increase                                    4.01%







                                   II-31


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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

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.


NOTE 11:  PROVISION FOR FEDERAL AND STATE INCOME TAXES

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

                                       2005           2004           2003
                                      ------         ------         ------
CURRENT:
Federal                            $  372,490    $ ( 20,485 )     $ 262,626
State                                  47,260                        44,836
                                      -------        ------         -------
                                      419,750      ( 20,485 )       307,462
                                      -------        ------         -------
DEFERRED:
Federal                             (   2,328 )      56,090          93,249
State                               (     399 )       9,602          15,962
                                      -------        ------         -------
                                    (   2,727 )      65,692         109,211
                                      -------        ------         -------
TOTAL PROVISION FOR
INCOME TAXES                       $  417,023     $  45,207       $ 416,673
                                      =======        ======         =======










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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


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:

                                      2005            2004           2003
                                     ------          ------         ------
Income Taxes Computed at
 Statutory Rate                    $ 331,093       $  40,685      $ 344,768
State Income Tax, Net of Federal
 Income Tax Benefit                   32,313           6,337         40,127
Other, Net                            53,617        (  1,815 )       31,778
                                     -------          ------        -------

PROVISION FOR INCOME TAXES         $ 417,023       $  45,207      $ 416,673
                                     =======          ======        =======


NOTE 12:  EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share are based on the weighted average
number of shares outstanding and assumed to be outstanding during the year
(519,350 shares in 2005, 2004 and 2003 for basic) and (519,350 shares in 2005,
2004 and 2003 for diluted).


NOTE 13:  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-33
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
NET SALES IN EACH SEGMENT         2005              2004             2003
                                 ------            ------           ------
Candied Fruit:
Sales to Unaffiliated
 Customers                   $ 16,906,637      $ 15,939,808     $ 16,601,065

Molded Plastics:
Sales to Unaffiliated
 Customers                      8,045,187         6,823,876        4,958,908
                               ----------        ----------       ----------

NET SALES                    $ 24,951,824      $ 22,763,864     $ 21,559,973
                               ==========        ==========       ==========

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2005              2004             2003
                                 ------            ------           ------
THE OPERATING PROFIT OF
EACH SEGMENT IS LISTED BELOW

Candied Fruit                 $ 3,538,725       $ 3,173,166      $ 4,524,929
Molded Plastics                 2,097,688         1,636,567        1,057,554
                                ---------         ---------        ---------

OPERATING PROFIT OF SEGMENTS    5,636,413         4,809,733        5,582,483

General Corporate Expenses,
 Net                          ( 5,215,794 )     ( 4,595,087 )    ( 4,507,506 )
Interest Expense              (   189,218 )     (   139,807 )    (    91,648 )
Other Income                      742,402            44,823           30,696
                                ---------         ---------        ---------
INCOME BEFORE PROVISION FOR
INCOME TAXES                  $   973,803       $   119,662      $ 1,014,025
                                =========         =========        =========

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




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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2005              2004             2003
                                 ------            ------           ------
IDENTIFIABLE ASSETS OF EACH
SEGMENT ARE LISTED BELOW

Candied Fruit                $  7,907,087      $  6,970,061     $  9,261,206
Molded Plastics                 5,508,452         5,029,726        2,933,248
                               ----------        ----------       ----------

Identifiable Assets            13,415,539        11,999,787       12,194,454
General Corporate Assets        6,161,647         6,275,793        6,299,598
                               ----------        ----------       ----------

TOTAL ASSETS                 $ 19,577,186      $ 18,275,580     $ 18,494,052
                               ==========        ==========       ==========

Included in the Identifiable Assets of the Molded Plastics Segment is goodwill
totaling $413,280 at December 31, 2005 and 2004.

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

                                   YEAR              YEAR             YEAR
                                   ENDED             ENDED            ENDED
                                   2005              2004             2003
                                  ------            ------           ------
DEPRECIATION AND
AMORTIZATION EXPENSE OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 460,945         $ 377,403        $ 385,387
Molded Plastics                   248,672           264,431          204,323
                                  -------           -------          -------
Segment Depreciation and
  Amortization Expense            709,617           641,834          589,710
General Corporate Depreciation
  and Amortization Expense        147,089           167,578          169,339
                                  -------           -------          -------
TOTAL DEPRECIATION AND
AMORTIZATION EXPENSE            $ 856,706         $ 809,412        $ 759,049
                                  =======           =======          =======

                                   II-35
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                   YEAR             YEAR             YEAR
                                    ENDED            ENDED            ENDED
                                    2005             2004             2003
                                   ------           ------           ------
CAPITAL EXPENDITURES OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $   397,436       $ 173,450        $ 261,512
Molded Plastics                     739,703         431,920          282,438
                                  ---------         -------          -------

Segment Capital Expenditures      1,137,139         605,370          543,950
General Corporate Capital
 Expenditures                        78,088         113,143           54,458
                                  ---------         -------          -------

TOTAL CAPITAL EXPENDITURES      $ 1,215,227       $ 718,513        $ 598,408
                                  =========         =======          =======

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

NOTE 14:  MAJOR CUSTOMERS

With the continuing acquisitions, mergers and other consolidations in the
supermarket industry, there is increasing concentration of candied fruit
buying activity.  During 2005, the Company derived nearly 13% 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 16% of the Company's consolidated revenues.  The loss
of any of these customers would have a material adverse effect on
operating earnings.

NOTE 15:  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 $3,969,034 at
December 31, 2005.  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.
                                   II-36
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------

NOTE 16:  DEFERRED INCOME TAXES

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

Significant components of the Company's deferred tax assets and
liabilities at December 31, 2005, 2004 and 2003 were:

                                         2005           2004           2003
                                        ------         ------         ------
Deferred Tax Assets resulting from:
 Inventory Valuation                  $  97,019      $ 148,739      $ 191,836
 Allowance for Sales Returns
  and Related Provision for
  Return of Finished Goods               54,563         56,821         76,765
 Contribution and Loss Carryforwards                    39,625
 Unrealized Loss on Investments          24,350         32,785         37,382
                                        -------        -------        -------
  Total Deferred Tax Assets             175,932        277,970        305,983
                                        -------        -------        -------


                                          2005          2004          2003
                                         ------        ------        ------

Deferred Tax Liabilities resulting from:
  Tax over Book Depreciation             431,784       536,548       494,273
                                         -------       -------       -------
Total Deferred Tax Liabilities           431,784       536,548       494,273
                                         -------       -------       -------

Net Deferred Tax (Asset) Liability     $ 225,852     $ 258,578     $ 188,290
                                         =======       =======       =======
The Net Deferred Tax (Asset)
 Liability is reflected in the
 Balance Sheet under these captions:
  Deferred Income Tax Asset          $ ( 175,932 ) $ ( 277,970 ) $ ( 305,983 )
  Deferred Income Tax Liability          431,784       536,548       494,273
                                         -------       -------       -------

                                       $ 225,852     $ 258,578   $   188,290
                                         =======       =======       =======


                                    II-37


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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 17:  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 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.


NOTE 18:	  ACQUISITION

On May 13, 2004, the Company acquired 100 percent of the outstanding shares of
Mastercraft Products Corporation, for a total cost of $894,417.  The results
of Mastercraft Products Corporation operations have been included in the
consolidated financial statements since April 1, 2004.  Mastercraft Products
Corporation manufactures and sells custom plastic and related products.  The
acquisition was made to increase the Company's customer base and add new
products to the Company's existing line of plastics goods.  The source of funds
for the acquisition was a combination of the Company's available cash and loan
proceeds of $800,000.

The following summarizes the fair values at the date of acquisition:

            Cash                                      $ 155,600
            Accounts Receivable                         144,671
            Inventory                                   106,228
            Other Current Assets                         13,471
            Property, Plant and Equipment, net          151,385
            Goodwill                                    413,280
                                                        -------

             Total Assets Acquired                      984,635
                                                        -------





                                   II-38

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2005, 2004 AND 2003
                      --------------------------------


NOTE 18:	  ACQUISITION (CONTINUED)

            Accounts Payable                             39,558
            Other Current Liabilities                    44,560
            Other Liabilities                             6,100
                                                        -------

             Total Liabilities                           90,218
                                                        -------

            Net Assets Acquired                       $ 894,417
                                                        =======


The following (unaudited)pro forma consolidated results of operations have been
prepared as if the acquisition of Mastercraft Products Corporation had occurred
at January 1, 2003:

                                                   2004               2003
                                                   ----               ----

Net Sales                                      $ 23,060,262       $ 22,429,208

Net Income                                           91,656            548,049

Net Income per Share - Basic                         $  .18             $ 1.06

Net Income per Share - Diluted                       $  .18             $ 1.06

The pro forma information is presented for informational purposes only and is
not necessarily indicative of the results of operations that actually would
have been achieved had the acquisition been consummated as of that time, nor
is it intended to be a projection of future results.


NOTE 19:  	SUBSEQUENT EVENT

On February 9, 2006, the Company declared a regular dividend of $.10 per share
and a special dividend of $.05 per share to stockholders of record at April 14,
2006.






                                    II-39
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

                   None


Item 8A.  Controls and Procedures


The Company's Chief Executive Officer and Chief Financial Officer have
conducted an evaluation of the Company's disclosure controls and procedures
as of December 31, 2005.  Based on their evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the applicable Securities and
Exchange Commission rules and forms.  There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the most recent evaluation of
these controls by the Company's Chief Executive Officer and Chief Financial
Officer.  No significant deficiencies or material weaknesses in the Company's
internal controls were identified therefore no corrective actions were taken.

































                                    II-40
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, 72 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 41 years.

Eugene L. Weiner -           Vice-President of the Registrant, 74 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 40 years.
                             (See note on page III-2)

Randy S. Gordon -            President of the Registrant, 50 years old. Term
                             of office will expire at next stockholders'
                             meeting. Employee or officer of Registrant past
                             27 years.

Tracy W. Schulis -           Senior Vice-President and Secretary of the
                             Registrant, 49 years old.  Term of office will
                             expire at next stockholders' meeting.  Employee
                             or officer of Registrant past 26 years.

Mark H. Gordon -             Executive Vice-President of the Registrant, 43
                             years old. Term of office will expire at next
                             stockholders' meeting.  Employee or Officer of
                             Registrant past 20 years.

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

Melvin S. Gordon -           CEO and Chairman, 72 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 41 years.

Eugene L. Weiner -           Vice-President, 74 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 40 years.

Randy S. Gordon -            President, 50 years old.  Term of office will
                             expire at next annual directors' meeting.
                             Employee or officer of Registrant past 27 years.

Tracy W. Schulis -           Senior Vice-President and Secretary, 49 years
                             old.  Term of office will expire at next annual
                             directors' meeting.   Employee or officer of
                             Registrant past 26 years.

Mark H. Gordon -             Executive Vice-President, 43 years old.  Term of
                             office will expire at next annual directors'
                             meeting.  Employee or Officer of Registrant past
                             20 years.
                                       III-1
Item 9.  Directors and Executive Officers of the Registrant (Continued)


Jack M. Laskowitz -          CFO and Treasurer, 49 years old.  Term of office
                             will expire at annual directors' meeting.
                             Employee or officer with Registrant past 5 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, 2005, 2004 and 2003 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     2005    $ 353,478   $ 65,000
                         2004      352,891     10,000            (4)
                         2003      352,366      - 0 -

Randy S. Gordon,
 President               2005      206,814     49,257         $ 72,000
                         2004      206,433     10,000           72,000
                         2003      206,601      - 0 -           72,000

Tracy W. Schulis,
 Senior Vice-President
  and Secretary          2005      206,516     49,257           72,000
                         2004      206,701     10,000           72,000
                         2003      206,345      - 0 -           72,000

Mark H. Gordon,
 Executive Vice-
  President              2005      205,858     49,257           72,000
                         2004      205,818     10,000           72,000
                         2003      205,786      - 0 -           72,000

Jack M. Laskowitz,
 Chief Financial Officer 2005      104,079     12,000           22,217
                         2004       98,672      2,000           21,877
                         2003       98,275      2,500           22,656


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

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

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


                                    III-3

Item 10.  Executive Compensation (Continued)

3. As of the latest available actuarial valuation date.

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



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

             Not applicable

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

             Not Applicable


Item 11.  Security Ownership of Certain Beneficial Owners and Management

(a)  The following table sets forth as of December 31, 2005, information
     concerning the beneficial ownership of the common stock of the Company
     by the persons who own, are known by the company to own, or who the
     Company has been advised have filed with the S.E.C. declarations of
     beneficial ownership, of more than 5% of the outstanding common stock.






























                                    III-4
Item 11.  Security Ownership of Certain Beneficial Owners and Management
          (Continued)

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

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

       No reports on Form 8-K were filed during the fourth quarter of
       the year ended December 31, 2005.















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

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

The aggregate fees billed for professional services rendered by 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 2005 and 2004 were $96,450 and
$93,000, respectively.  At the time of this filing, not all audit fees had
been billed for the 2005 fiscal year.

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

The aggregate fees billed in fiscal years 2005 and 2004 for assurance and
related services by Bella, Hermida, Gillman, Hancock & Mueller that were
reasonably related to the performance of the audit or review of the
Company's financial statements were $-0- and $5,500, 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 2005 and 2004 for professional
services rendered by Bella, Hermida, Gillman, Hancock & Mueller for tax
compliance, tax advice and tax planning were $19,500 and $19,150,
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 2005 and 2004 for professional services
rendered by 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 Bella, Hermida,
Gillman, Hancock & Mueller effective as of May 26, 2005.  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 31, 2006                                       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 31, 2006
----------------------         and Director               --------------
 Melvin S. Gordon                                         Date


/s/ Eugene L. Weiner          Vice-President              March 31, 2006
----------------------         and Director               --------------
 Eugene L. Weiner                                         Date


/s/ Randy S. Gordon           President and Director      March 31, 2006
----------------------                                    --------------
 Randy S. Gordon                                          Date


/s/ Tracy W. Schulis          Senior Vice-President,      March 31, 2006
----------------------         Secretary and Director     --------------
 Tracy W. Schulis                                         Date


/s/ Mark H. Gordon            Executive Vice-President    March 31, 2006
----------------------         and Director               --------------
 Mark H. Gordon                                           Date


/s/ Jack M. Laskowitz         CFO and Treasurer           March 31, 2006
----------------------                                    --------------
 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 31, 2006                                       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 31, 2006
----------------------         and Director               --------------
 Melvin S. Gordon                                         Date


                              Vice-President              March 31, 2006
----------------------         and Director               --------------
 Eugene L. Weiner                                         Date


                              President and Director      March 31, 2006
----------------------                                    --------------
 Randy S. Gordon                                          Date


                              Senior Vice-President,      March 31, 2006
----------------------         Secretary and Director     --------------
 Tracy W. Schulis                                         Date


                              Executive Vice-President    March 31, 2006
----------------------         and Director               --------------
 Mark H. Gordon                                           Date


                              CFO and Treasurer           March 31, 2006
----------------------                                    --------------
 Jack M. Laskowitz                                        Date



                                  III-8