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

                                FORM 10-KSB/A
                                (AMENDMENT #1)
                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended December 31, 2006
                         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:             $ 26,072,148

State the aggregate market value of the voting stock held by non-affiliates
of the registrant, $5,882,233 (as of January 31, 2007, bid price $19.50)

   Class                                  Outstanding at December 31, 2006
-----------                               --------------------------------

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

2006 FORM 10-KSB ANNUAL REPORT
                                 TABLE OF CONTENTS
                                 -----------------

                                 EXPLANATORY NOTE
                                 ----------------

This Amendment Number 1 to our annual report on Form 10-KSB, for the
year ended December 31, 2006, includes some minor changes to improve
our disclosures, specifically in the placing of the date in the independent
registered public accounting firm's opinion letter, Note 13 to the financial
statements disclosing Business Segment Data, and Item 8A regarding Controls and
Procedures, Changes in Internal Control over Financial Reporting.  Except as
required to reflect the changes noted above, this Form 10-KSB/A does not
attempt to modify or update any other disclosures set forth in the original
filing.  Additionally, this Form 10-KSB/A does not purport to provide general
update or discussion of any other developments at the Company subsequent to the
original filing.


                                       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-10

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

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

Item 8A.    Controls and Procedures                                     II-44






                                      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 2006, approximately 20%
    were shipped to manufacturing bakers and other institutional users, with
    the balance being sold through supermarkets and other retail outlets for
    ultimate use in the home.

    Sales to retail outlets are usually generated through registered food
    brokers operating in exclusively franchised territories.  This method of
    distribution is widely accepted in the food industry because of its
    efficiency and economy.

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

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

    The demand for fruit cake materials is highly seasonal, with over 85% of
    sales in these items occurring during the months of September, October
    and November.  However, in order to meet delivery requirements during
    this relatively short period, the Company must process candied fruit and
    peels for approximately ten months during the year.  Also, the Company
    must acquire the fruits used as raw materials during their seasonal
    growing periods.  These factors result in large inventories, which
    require financing to meet relatively large short-term working capital
    needs.


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

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

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

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

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

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

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

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

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

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




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

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

    With the continuing acquisitions, mergers and other consolidations in the
    supermarket industry, there is increasing concentration of candied fruit
    buying activity.  During 2006, the Company derived nearly 12% 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 15% 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 70-75% of all candied fruits and peels
    consumed in the U.S. during 2006.  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.







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

    By local ordinance, it is required that all water effluent is metered,
    tested and discharged into a municipal industrial waste treatment plant.
    During 2006, costs for this discharge exceeded $200,000, and management
    estimates that all expenses directly related to compliance with
    environmental regulations total well over $300,000 annually, which
    includes costs for permits, third party inspections and depreciation of
    installations.

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

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

Item 2. Description of Property

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

    During 1985, the Company acquired approximately 5.2 acres immediately
    adjacent to, and to the west of, its main plant building.  Several
    buildings and a truck weight scale existed on the property.  Some of
    these facilities have been significantly updated, remodeled, and/or
    rebuilt and are used for the strawberry processing and some plastics
    molding operations.  In 2006, Paradise, Inc. built a new 10,000 square foot
    building on this land.  The building is primarily used for the production
    of custom vacuum forming products for its Plastics customers.

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

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

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

Item 3. Legal Proceedings
        None

Item 4. Submission of Matters to a Vote of Security Holders
        None

                                      I-5
PART II

Item 5. Market for Common Equity and Related Stockholder Matters

  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
  2007, the Company had not met the listing criteria.

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

                                              BID PRICES
                                            High       Low
                                           ------     ------
                    2006
                    ----
                First Quarter               18.25      17.50
                Second Quarter              19.50      18.20
                Third Quarter               16.75      15.61
                Fourth Quarter              19.00      15.10



                    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





 (b) Approximate Number of Equity Security Holders

  As of December 31, 2006, 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               155






                                      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 March 8, 2007, the Board of Directors declared
      dividends of $.10 per share for stockholders of record on April 13, 2007.
      Dividends paid to stockholders for 2005 were $.15 and for 2004, $.10.

      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
                           -----------------------      --------------------
                            2006    2005     2004       2006-2005   2005-2004
                            ----    ----     ----       ---------   ---------
NET SALES:
Candied Fruit               69.9%   67.8%    70.0%         7.8%        6.1%
Molded Plastics             30.1    32.2     30.0         -2.5        17.9
                           -----   -----    -----         ----        ----

                           100.0   100.0    100.0          4.5         9.6
Cost of Sales               74.4    74.8     76.1          4.0         7.7
Selling, General and
 Administrative Expense     19.0    20.1     19.4         -1.3        13.7
Depreciation and
  Amortization               3.5     3.4      3.6          6.3         5.8
Interest Expense             0.9     0.8      0.6         30.2        35.3
                           -----   -----    -----        -----       -----
                                                           3.2         9.0
Income from Operations       2.2     0.9      0.3        144.8       209.2
Gain on Sale of Land                 2.8
Other Income, Net            0.1     0.2      0.2         -7.3         0.7
                           -----   -----    -----        -----        ----
Income Before Provision
  for Income Taxes           2.3     3.9      0.5        -37.5       713.8
Provision for Income
  Taxes                      0.9     1.7      0.2        -45.2       822.9
                           -----   -----    -----        -----       -----
Net Income                   1.4%    2.2%     0.3%       -31.8%      647.6%
                           =====   =====    =====        =====       =====
(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

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

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

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

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

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

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




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

(3) Results of Operations

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

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

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

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

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

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












                                    II-5
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
fruit products at prices ranging from 2-5% lower than in the previous year.
                                    II-6
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

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

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

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

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

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

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

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






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

(3) Results of Operations (Continued)

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

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

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


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

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.
















                                      II-8
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                       2004 Compared to 2003 (Continued)
                       ---------------------------------

For 2004, Paradise Plastics, Inc., a wholly owned subsidiary, contributed net
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-9
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)

                      2004 Compared to 2003 (Continued)
                      --------------------------------

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.





































                                    II-10



Item 7. Financial Statements



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheets of Paradise, Inc.,
and subsidiaries as of December 31, 2006, 2005 and 2004, and the related
consolidated statements of income and comprehensive income, changes in
stockholders' equity and cash flows for the years then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Paradise, Inc.,
and subsidiaries as of December 31, 2006, 2005 and 2004, and the consolidated
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States.

Respectfully submitted,

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



Certified Public Accountants
Plant City, Florida
March 16, 2007

                                      II-11

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

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

                                     ASSETS
                                     ------
                                                  DECEMBER 31,

                                      2006           2005            2004
                                     ------         ------          ------
CURRENT ASSETS:
Cash and Cash Equivalents        $  5,271,385   $  4,069,884    $  3,258,811
Accounts Receivable, Net of
 Allowance for Doubtful
 Accounts of $ -0- and
 Allowance for Returns of
 $1,124,000 (2006), $981,000
 (2005) and $1,185,000 (2004)         641,674      2,085,033         475,211
Inventories                         6,433,402      6,077,413       6,537,254
Prepaid Expenses and Other
 Current Assets                       497,565        326,658         452,295
Deferred Income Tax Asset             391,186        175,932         277,970
Income Tax Refund Receivable                                         365,485
                                   ----------     ----------      ----------

     Total Current Assets          13,235,212     12,734,920      11,367,026


PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of
 $15,500,258 (2006), $14,615,187
 (2005) and $13,901,051 (2004)      5,963,152      5,962,979       5,744,748


GOODWILL                              413,280        413,280         413,280


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


OTHER ASSETS                          411,861        466,007         750,526
                                   ----------     ----------      ----------

TOTAL ASSETS                     $ 21,218,562   $ 19,577,186    $ 18,275,580
                                   ==========     ==========      ==========



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

                                     II-12





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

                                                 DECEMBER 31,

                                      2006           2005            2004
                                     ------         ------          ------
CURRENT LIABILITIES:
Short-Term Debt                   $    90,676   $     10,785    $     45,216
Accounts Payable                    1,060,036        570,547         217,730
Accrued Expenses                    1,972,430      1,396,542         989,712
Income Taxes Payable                  305,766        390,097
Current Portion of Long-Term Debt     525,781        219,328         255,459
                                   ----------     ----------      ----------

Total Current Liabilities           3,954,689      2,587,299       1,508,117

LONG-TERM DEBT,
   NET OF CURRENT PORTION             938,725        610,033         803,891

DEFERRED INCOME TAX LIABILITY         352,595        431,784         536,548
                                   ----------     ----------      ----------

Total Liabilities                   5,246,009      3,629,116       2,848,556
                                   ----------     ----------      ----------
STOCKHOLDERS' EQUITY:
Common Stock, $.30 Par Value,
  2,000,000 Shares Authorized,
  583,094 Shares Issued, 519,350
  Shares Outstanding                  174,928        174,928         174,928
Capital in Excess of Par Value      1,288,793      1,288,793       1,288,793
Retained Earnings                  15,101,418     14,799,406      14,294,561
Accumulated Other Comprehensive
 Income (Loss)                   (    315,667 ) (     38,138 )  (     54,339 )
                                   ----------     ----------      ----------

                                   16,249,472     16,224,989      15,703,943

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

Total Stockholders' Equity         15,972,553     15,948,070      15,427,024
                                   ----------     ----------      ----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY          $ 21,218,562   $ 19,577,186    $ 18,275,580
                                   ==========     ==========      ==========




                                     II-13
                               PARADISE, INC.
                              AND SUBSIDIARIES
                              ================

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                     2006            2005            2004
                                    ------          ------          ------

NET SALES                       $ 26,072,149    $ 24,951,824    $ 22,763,684
                                  ----------      ----------      ----------
COSTS AND EXPENSES:
 Cost of Goods Sold
  (Excluding Depreciation)        19,404,930      18,665,504      17,332,636
 Selling, General and
  Administrative Expenses          4,943,774       5,008,995       4,406,990
 Depreciation and Amortization       910,476         856,706         809,412
 Interest Expense                    246,448         189,218         139,807
                                  ----------      ----------      ----------

    Total Costs and Expenses      25,505,628      24,720,423      22,688,845
                                  ----------      ----------      ----------

INCOME FROM OPERATIONS               566,521         231,401          74,839

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

OTHER INCOME - NET                    41,842          45,136          44,823
                                  ----------      ----------      ----------
INCOME BEFORE PROVISION
 FOR INCOME TAXES                    608,363         973,803         119,662

PROVISION FOR INCOME TAXES           228,449         417,023          45,207
                                  ----------      ----------      ----------

NET INCOME                           379,914         556,780          74,455

OTHER COMPREHENSIVE INCOME:
 Unrealized Gain on Pension Plan,
  Net of Tax                         326,805
 Unrealized Gain on Available
  for Sale Securities, Net of Tax      8,370          16,201           7,620
                                  ----------      ----------      ----------

COMPREHENSIVE INCOME            $    715,089    $    572,981    $     82,075
                                  ==========      ==========      ==========
EARNINGS PER SHARE:

         Basic                        $ 0.73          $ 1.07          $ 0.14
                                        ====            ====            ====
         Diluted                      $ 0.73          $ 1.07          $ 0.14
                                        ====            ====            ====
The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements                             II-14
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
         ----------------------------------------------------------

                                                                  ACCUMULATED
                                    CAPITAL IN                       OTHER
                          COMMON    EXCESS OF      RETAINED      COMPREHENSIVE
                          STOCK     PAR VALUE      EARNINGS          INCOME
                          ------    ----------     --------       ----------
Balance, December 31,
 2003                   $ 174,928   $ 1,288,793  $ 14,220,106     $(  61,959 )
Unrealized Gain on
 Appreciation of
 Marketable Equity
 Securities                                                            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 )
Unrealized Gain on
 Appreciation of
 Marketable Equity
 Securities                                                           16,201
Net Income                                            556,780
                          -------     ---------    ----------        -------
Balance, December 31,
 2005                     174,928     1,288,793    14,799,406      (  38,138 )

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



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

                                    II-15










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

$( 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


                   (    77,902 )



                         8,370


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

$( 276,919 )     $  15,972,553
   =======          ==========






                                    II-16
                                PARADISE, INC.
                               AND SUBSIDIARIES
                               ================

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   -------------------------------------
                                        FOR THE YEARS ENDED DECEMBER 31,
                                        2006          2005          2004
                                       ------        ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $    379,914  $    556,780  $     74,455
 Adjustments to Reconcile Net
  Income to Net Cash Provided by
  Operating Activities:
   Allowance for Sales Returns          143,000   (   204,000 )     199,000
   Provision for Estimated Inventory
    Returns                         (   141,000 )     198,000   (   252,000 )
   Increase (Decrease) in Net
    Deferred Income Tax Liability   (   133,625 ) (     2,726 )      65,692
   Depreciation and Amortization        910,476       856,706       809,412
   Gain on Sale of Property,
    Plant and Equipment                           (   697,266 )
   Changes in Assets and Liabilities,
    Net of Acquisition:
     Accounts Receivable              1,300,359   ( 1,405,822 )      29,901
     Inventories                    (   214,989 )     261,841       952,596
     Prepaid Expenses and Other
      Current Assets                (   170,907 )     125,637   (    13,314 )
     Income Tax Refund Receivable                     365,485        87,052
     Other Assets                         7,462        16,201         5,583
     Accounts Payable                   489,489       352,817   (   213,419 )
     Accrued Expenses                   129,171       406,830   (   145,854 )
     Income Taxes Payable           (    84,331 )     390,097
                                      ---------     ---------     ---------
    Net Cash Provided by
     Operating Activities             2,615,019     1,220,580     1,599,104
                                      ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds on Sale of Property,
  Plant and Equipment                                 897,266
 Purchase of Property, Plant and
  Equipment                         (   792,652 ) (   518,622 ) (   687,435 )
 Construction in Progress                         (   696,605 )
 Acquisition, Net of Cash                                       (   738,816 )
 Purchase of Customer Base and
  Non-Compete Agreement             (   425,000 )
                                      ---------     ---------     ---------
    Net Cash Used in Investing
     Activities                     ( 1,217,652 ) (   317,961 ) ( 1,426,251 )
                                      ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments) of
  Short-Term Debt                        79,891   (    34,431 ) (   229,189 )
 Proceeds from Issuance of
  Long-Term Debt                         27,345        23,296       800,000

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

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2006          2005          2004
                                        ------        ------        ------
 Principal Payments on Long-Term
  Debt                              (   225,200 ) (   253,285 ) (   349,611 )
 Dividends Paid                     (    77,902 ) (    51,935 ) (   103,870 )
 Increase (Decrease) in
  Other Assets                                        224,809   (   141,971 )
                                      ---------     ---------     ---------
    Net Cash Used in Financing
     Activities                     (   195,866 ) (    91,546 ) (    24,641 )
                                      ---------     ---------     ---------

    Net Increase in Cash              1,201,501       811,073       148,212

CASH AND CASH EQUIVALENTS,
 at Beginning of Year                 4,069,884     3,258,811     3,110,599
                                      ---------     ---------     ---------

CASH AND CASH EQUIVALENTS,
 at End of Year                    $  5,271,385  $  4,069,884  $  3,258,811
                                      =========     =========     =========
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

  Cash Paid During the Year for:

   Interest                          $  203,114    $  200,359     $ 140,155
                                        =======       =======       =======

   Income Taxes                      $  320,000    $              $ 333,750
                                        =======       =======       =======

SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

 Unrealized Holding Gain on
  Securities                         $    8,370    $   16,201     $   7,620
                                        =======       =======       =======

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

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

 Note Payable Issued               $    833,850    $              $
                                      =========       =======       =======
                                     II-18

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

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2006          2005          2004
                                        ------        ------        ------

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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------

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.


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.







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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------


NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

Property, plant and equipment are stated at cost.  Generally, the straight-
line method is used in computing depreciation.  Estimated useful lives of
plant and equipment are:
                                                              Years

                     Buildings and Improvements              10 - 30
                     Machinery and Equipment                  3 - 10


Expenditures which significantly increase values or extend useful lives are
capitalized.  Expenditures for maintenance and repairs are charged to
expense as incurred.  Upon sale or retirement of property, plant and
equipment, the cost and related accumulated depreciation are eliminated from
the respective accounts and the resulting gain or loss is included in the
current earnings.





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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------

NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Marketable Equity Securities
----------------------------

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

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

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

Goodwill
--------

The goodwill acquired represents the excess purchase price over the fair
value of the net assets acquired in the acquisition of Mastercraft Products,
Corporation. (Note 17).  These costs are reviewed annually for impairment
pursuant to SFAS No. 142, Goodwill and Other Intangible Assets.

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

The customer base and non-compete agreement represents the fair value of
these assets pursuant to the Company's purchase during 2006 of an unrelated
entity's inventories, their customer list and a non-compete agreement for a
period of ten years.  The customer base and non-compete agreement are being
amortized over ten years.  Amortization expense for the year ended December
31, 2006 was $63,604.

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

The Company considers freight delivery costs to be selling expenses and has
included $575,877 (2006), $632,418 (2005) and $458,483 (2004) 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 $208,659 (2006), $297,211 (2005) and $299,820
(2004) and are included in selling, general and administrative expenses in
the income statement.                 II-22
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------

NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

NOTE 2:  INVENTORIES
                                2006             2005             2004
                               ------           ------           ------

Supplies                    $   160,885      $   202,743      $   171,442
Raw Materials                 1,626,330        1,516,514        2,029,118
Work in Progress                517,142          137,459          453,991
Finished Goods                4,129,045        4,220,697        3,882,703
                              ---------        ---------        ---------

TOTAL                       $ 6,433,402      $ 6,077,413      $ 6,537,254
                              =========        =========        =========

Included in Finished Goods inventory are estimated returns related to the
Allowance for Sales Returns totaling $977,000 (2006), $836,000 (2005) and
$1,034,000 (2004).

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

NOTE 3:  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

                                     2006            2005           2004
                                    ------          ------         ------

Land and Improvements            $   656,040     $   656,040     $   856,040
Buildings and Improvements         6,933,632       5,957,590       5,914,755
Machinery and Equipment           13,873,738      13,267,931      12,875,004
                                  ----------      ----------      ----------

Total                             21,463,410      19,881,561      19,645,799
Less:  Accumulated Depreciation   15,500,258      14,615,187      13,901,051
                                  ----------      ----------      ----------

                                   5,963,152       5,266,374       5,744,748
Construction in Progress                             696,605
                                   ---------      ----------      ----------

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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------



NET                              $ 5,963,152     $ 5,962,979     $ 5,744,748
                                  ==========      ==========      ==========


NOTE 3:  PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

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.

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, 2006, 2005 and
2004 was $790,158, $796,996 and $769,780, respectively.


NOTE 4:  INVESTMENT IN MARKETABLE EQUITY SECURITIES

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

                                        2006         2005         2004
                                       ------       ------       ------

Equity Mutual Funds, at cost        $  281,833   $  281,817   $  280,409
Gross Unrealized Losses,
 Before Tax                          (  62,568 )  (  70,923 )  (  87,124 )
                                       -------      -------      -------
Total Marketable Equity
 Securities, at Fair Value          $  219,265   $  210,894   $  193,285
                                       =======      =======      =======

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:

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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------

NOTE 4:  INVESTMENT IN MARKETABLE EQUITY SECURITIES (CONTINUED)

                                      2006          2005         2004
                                     ------        ------       ------

Proceeds                            $     0      $      0     $      0
                                      =====        ======       ======
Gross Realized Gains                $     0      $      0     $      0
                                      =====        ======       ======
Gross Realized Losses               $     0      $      0     $      0
                                      =====        ======       ======
Unrealized Gains on Appreciation
 of Marketable Equity Securities    $ 8,371      $ 16,201     $ 12,218
                                      =====        ======       ======

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:  IDENTIFIABLE INTANGIBLE ASSETS

Identifiable intangible assets included in Other Assets consist of a
covenant not to compete and debt issue costs.  In connection with the
acquisition of Mastercraft Products Corporation in 2004, the Company entered
into a covenant not to compete agreement with the former owner in the amount
of $123,000.  It is being amortized over a period of 36 months.  Accumulated
amortization totaled $102,500, $61,500 and $20,500 at December 31, 2006,
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, 2006, 2005 and 2004 was $56,712, $59,710 and
$39,632, respectively.

Future Amortization Expense is anticipated to be $29,756 in 2007 and $2,700
per year for the years 2008 through 2011.


NOTE 6:  SHORT-TERM DEBT
                                            2006          2005          2004
                                           ------        ------        ------
Letters of credit and other short-
 term debt under a revolving line of
 credit with a bank.                     $ 90,675      $ 10,785      $ 45,216
                                           ------        ------        ------
TOTAL                                    $ 90,675      $ 10,785      $ 45,216
                                           ======        ======        ======
                                    II-25
                                  PARADISE, INC.
                                 AND SUBSIDIARIES
                                 ================

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2006, 2005 AND 2004
                         --------------------------------

NOTE 6:  SHORT-TERM DEBT (CONTINUED)

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

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

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

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

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

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

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

                                                             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

Pursuant to a revolving loan agreement, a bank has agreed to advance the
Company 80% of the Company's eligible receivables and 50% of the Company's
eligible inventory up to a maximum of $9,000,000.  Interest is payable monthly
and is computed from a daily floating rate equal to the Libor rate plus an
applicable margin.

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

                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006, 2005 AND 2004
                           --------------------------------

NOTE 6:  SHORT-TERM DEBT (CONTINUED)

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

The amount available to be drawn down based on the available collateral at
December 31, 2006 was $4,140,740, at December 31, 2005 was $5,073,533 and at
December 31, 2004 was $3,373,890.


NOTE 7:  LONG-TERM DEBT

                                           2006           2005           2004
                                          ------         ------         ------
Note Payable, Libor rate plus
 applicable margin, collateralized
 by accounts receivable, inventories,
 property and equipment.  Monthly
 payments of $13,967 plus interest,
 ending May 31, 2010.                   $   570,394    $ 737,993    $   905,591

Note Payable, 0% stated interest,
 6% imputed interest, payments of
 $425,000, $275,000 and $275,000
 due December 2007, 2008 and 2009,
 respectively (See Note 18).                833,000

Note Payable, Other                                        7,099          7,828

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.                     61,112       84,269        145,931
                                          ---------      -------      ---------

Total Debt                                1,464,506      829,361      1,059,350
Less, Current Portion                       525,781      219,328        255,459
                                          ---------      -------      ---------

LONG-TERM DEBT                          $   938,725    $ 610,033    $   803,891
                                          =========      =======      =========




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

                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2006, 2005 AND 2004
                           --------------------------------

NOTE 7:  LONG-TERM DEBT (CONTINUED)

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

                         2007            $   500,947
                         2008                409,598
                         2009                426,098
                         2010                 66,751
                                           ---------

                         Total           $ 1,403,394
                                           =========
NOTE 8:  LEASES

The Company has certain equipment leases which are classified as capital
leases.  At December 31, 2006, 2005 and 2004, the amount capitalized was
$158,679, $395,799 and $372,594, respectively, and the accumulated
amortization was $158,679 (2006), $163,333 (2005) and $125,407 (2004).
The amount recognized as an obligation was $61,112 (2006), $84,269 (2005)
and $145,931 (2004), 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 $77,195 (2006), $67,692
(2005) and $66,022 (2004).

At December 31, 2006, 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
     ---------------------------        --------------      ---------
                2007                       $ 28,116         $ 55,669
                2008                         15,558           44,962
                2009                         11,967           29,188
                2010                         10,206           13,911
                2011                          2,785            2,232
                                             ------           ------

     Total Minimum Lease Payments            68,632        $ 145,962
     Less, Amount Representing Interest       7,520           ======
                                             ------
     PRESENT VALUE OF FUTURE MINIMUM
       CAPITAL LEASE PAYMENTS              $ 61,112
                                             ======
                                      II-28
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2006, 2005 AND 2004
                        --------------------------------


NOTE 9:  ACCRUED EXPENSES

                                         2006         2005           2004
                                        ------       ------         ------

Accrued Payroll and Bonuses         $   276,527   $   137,968     $ 164,350
Accrued Brokerage Payable               315,520       290,174       239,176
Accrued Pension Cost (Note 10)          446,717       168,686       195,371
Other Accrued Expenses                   74,320        62,938        13,421
Coupon Reimbursement                     87,500        67,501        70,000
Accrued Credit Due to Customers         457,596       566,504       193,195
Accrued Insurance Payable               158,056        98,156       109,221
Accrued Deferred Compensation           156,194
                                      ---------     ---------       -------
TOTAL                               $ 1,972,430   $ 1,391,927     $ 984,734
                                      =========     =========       =======

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 2006, 2005 and 2004 was
$184,457, $207,660 and $185,194, respectively, which includes amortization of
past service cost over 10 years.  The Company makes annual contributions to
fund the plan equal to the amounts deductible for Federal Income Tax
purposes.  The benefit formula being used is known as the frozen initial
liability cost method.  The plan's assets consist of fixed income assets,
whole life insurance contracts and mutual funds.

The Company elected to freeze the pension plan benefit accruals effective
November 30, 2006, provide 100% vesting for all active participants as of
November 30, 2006 and terminate the pension plan effective December 31, 2006.
The Company has filed with the appropriate regulators and will terminate the
plan in 2007 once approvals have been given. The Company has treated the action
as a curtailment as no further benefits will accrue after November 30, 2006.











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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


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 2006, 2005 and 2004:

                                      2006           2005           2004
                                     ------         ------         ------
Change in Benefit Obligation:
Benefit Obligation at Beginning
 of Year                          $ 3,764,387    $ 3,475,312    $ 3,274,584
Service Cost                          183,899        174,942        171,208
Interest Cost                         193,955        182,081        178,444
Actuarial Loss                      1,126,955        120,167        105,418
Benefits Paid                     (   111,278 )  (   188,115 )  (   254,342 )
Effect of Curtailment             ( 1,567,551 )
                                    ---------      ---------      ---------

Benefit Obligation at End of Year   3,590,367      3,764,387      3,475,312
                                    ---------      ---------      ---------
Change in Plan Assets:
Fair Value of Plan Assets at
 Beginning of Year                  2,931,132      2,695,393      2,602,907
Actual Return on Plan Assets          277,396        216,191        209,450
Employer Contributions                 46,400        207,663        137,378
Benefits Paid                     (   111,278 )  (   188,115 )  (   254,342 )
                                    ---------      ---------      ---------
Fair Value of Plan Assets at
 End of Year                        3,143,650      2,931,132      2,695,393
                                    ---------      ---------      ---------

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

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

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


                                   II-30
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

                                              2006      2005     2004
                                              ----      ----     ----

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


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

The items marked N/A are new this year due to the application of SFAS 158.
Retrospective application is not required.

The Components of Net Periodic Benefit Cost and Other Changes Recognized in
Other Comprehensive Income (OCI) for 2006, 2005 and 2004 included the
following components:

                                           2006         2005        2004
                                           ----         ----        ----
Components of net periodic benefit cost
Service Cost                           $  183,899   $  174,942  $  171,208
Interest Cost                             193,955      182,081     178,444
Expected Return on Plan Assets          ( 192,546 )  ( 172,303 ) ( 159,140 )
Amortization of net loss                   29,383       27,746      26,673
Amortization of Prior Service
  (Credit)                              (  31,488 )  (  31,488 ) (  31,991 )
Effect of Curtailment                   (  12,709 )
                                          -------      -------     -------

Net Periodic Benefit Cost              $  170,494   $  180,978  $  185,194
                                          =======      =======     =======

                                          2006           2005       2004
                                          ----           ----       ----

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


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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------

NOTE 10:  RETIREMENT PLAN (CONTINUED)

                                           2006          2005       2004
                                           ----          ----       ----

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

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

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


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


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

                                       2006            2005            2004
                                      ------          ------          ------

Comparison of Obligations to
 Plan Assets:
  Projected benefit obligation      $ 3,590,367   $  3,764,387    $  3,475,312
  Accumulated benefit obligation      3,590,367      2,896,637       2,600,345
  Fair value of plan assets at
   measurement date                   3,102,650      2,931,132       2,695,393



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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

                                       2006            2005           2004
                                      ------          ------         ------

Plan Assets by Category:
 Cash and cash equivalents              100%              0%             0%
 Equity securities                        0%             48%            44%
 Debt securities                          0%             13%            13%
 Real estate                              0%              0%             0%
 Uncategorized - Whole Life
  Insurance Contract                      0%             39%            43%
                                        ---             ---            ---

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

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

Prior to 2006, the assets of the Plan were allocated in a diversified
portfolio of investments.  The portfolio was primarily invested in mutual
funds with a significant portion of the Plan's assets allocated to the
cash value of life insurance contracts.  With government approval to
terminate the Plan expected to take between 12-18 months, Paradise,
Inc.'s Board of Directors authorized the transfer of its pension plan
investments to a certificate of deposit and money market account.  This
investment strategy is conservative and is solely designed for the
protection of the Plan's assets during this termination period.


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

In 2007, the Company expects to make $178,379 of contributions directly
to pension plan assets.  The Company does not expect to make any further
contributions due to the planned termination of the pension plan.










                                   II-33

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


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:

                              2007           $ 3,590,000
                              2008                     0
                              2009                     0
                              2010                     0
                              2011                     0
                      Years 2012-2016                  0

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

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

                                                                 2007
                                                                 ----

Components of net periodic benefit cost:
  Interest cost                                               $  84,194
  Expected return on plan assets                               ( 78,066 )
                                                                 ------

  Net periodic benefit cost                                   $   6,128
                                                                 ======

Weighted-average assumptions used to determine
 net periodic benefit cost:
  Discount rate                                                    4.69%
  Expected long-term rate of return                                5.50%
  Rate of compensation increase                                     N/A









                                   II-34


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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


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:

                                       2006            2005           2004
                                      ------          ------         ------
CURRENT:
Federal                            $  299,837      $  372,490     $ ( 20,485 )
State                                  51,035          47,260
                                      -------          ------         ------
                                      350,872         419,750       ( 20,485 )
                                      -------         -------         ------
DEFERRED:
Federal                             ( 104,530 )     (   2,328 )       56,090
State                               (  17,893 )     (     399 )        9,602
                                      -------          ------         ------
                                    ( 122,422 )     (   2,727 )       65,692
                                      -------          ------         ------
TOTAL PROVISION FOR
INCOME TAXES                       $  228,449      $  417,023     $   45,207
                                      =======         =======         ======










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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------

NOTE 11:  PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

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

                                      2006            2005           2004
                                     ------          ------         ------
Income Taxes Computed at
 Statutory Rate                    $ 206,576       $ 331,093      $  40,685
State Income Tax, Net of Federal
 Income Tax Benefit                   21,873          32,313          6,337
Other, Net                                            53,617       (  1,815 )
                                     -------         -------         ------

PROVISION FOR INCOME TAXES         $ 228,449       $ 417,023      $  45,207
                                     =======         =======         ======


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 2006, 2005 and 2004 for basic) and (519,350 shares in 2006,
2005 and 2004 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-36
                              PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
NET SALES IN EACH SEGMENT         2006              2005             2004
                                 ------            ------           ------
Candied Fruit:
Sales to Unaffiliated
 Customers                   $ 18,225,869      $ 16,906,637     $ 15,939,808

Molded Plastics:
Sales to Unaffiliated
 Customers                      7,846,280         8,045,187        6,823,876
                               ----------        ----------       ----------

NET SALES                    $ 26,072,149      $ 24,951,824     $ 22,763,864
                               ==========        ==========       ==========

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2006              2005             2004
                                 ------            ------           ------
THE OPERATING PROFIT OF
EACH SEGMENT IS LISTED BELOW

Candied Fruit                 $ 4,426,349       $ 3,479,015      $ 3,152,647
Molded Plastics                 1,484,029         2,097,688        1,636,567
                                ---------         ---------        ---------

OPERATING PROFIT OF SEGMENTS    5,910,378         5,576,703        4,789,214

General Corporate Expenses,
 Net                          ( 4,943,774 )     ( 5,008,995 )    ( 4,406,990 )
General Corporate Depreciation
 and Amortization Expense     (   153,635 )     (   147,089 )    (   167,578 )
Interest Expense              (   246,448 )     (   189,218 )    (   139,807 )
Other Income                       41,842           742,402           44,823
                                ---------         ---------        ---------
INCOME BEFORE PROVISION FOR
INCOME TAXES                  $   608,363       $   973,803      $   119,662
                                =========         =========        =========

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2006              2005             2004
                                 ------            ------           ------
IDENTIFIABLE ASSETS OF EACH
SEGMENT ARE LISTED BELOW

Candied Fruit                $  7,422,446      $  7,907,087     $  6,970,061
Molded Plastics                 6,067,845         5,508,452        5,029,726
                               ----------        ----------       ----------

Identifiable Assets            13,490,291        13,415,539       11,999,787
General Corporate Assets        7,773,378         6,161,647        6,275,793
                               ----------        ----------       ----------

TOTAL ASSETS                 $ 21,263,669      $ 19,577,186     $ 18,275,580
                               ==========        ==========       ==========

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

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

                                   YEAR              YEAR             YEAR
                                   ENDED             ENDED            ENDED
                                   2006              2005             2004
                                  ------            ------           ------
DEPRECIATION AND
AMORTIZATION EXPENSE OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 444,445         $ 460,945        $ 377,403
Molded Plastics                   312,396           248,672          264,431
                                  -------           -------          -------
Segment Depreciation and
  Amortization Expense            756,841           709,617          641,834
General Corporate Depreciation
  and Amortization Expense        153,635           147,089          167,578
                                  -------           -------          -------
TOTAL DEPRECIATION AND
AMORTIZATION EXPENSE            $ 910,476         $ 856,706        $ 809,412
                                  =======           =======          =======

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                   YEAR             YEAR            YEAR
                                   ENDED            ENDED           ENDED
                                   2006             2005            2004
                                  ------           ------          ------
CAPITAL EXPENDITURES OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 412,814       $   397,436      $ 173,450
Molded Plastics                   343,284           739,703        431,920
                                  -------         ---------        -------

Segment Capital Expenditures      756,098         1,137,139        605,370
General Corporate Capital
 Expenditures                      36,554            78,088        113,143
                                  -------         ---------        -------

TOTAL CAPITAL EXPENDITURES      $ 792,652       $ 1,215,227      $ 718,513
                                  =======         =========        =======

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 2006, the Company derived nearly 12% 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 15% 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 $5,170,885 at
December 31, 2006.  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-39
                               PARADISE, INC.
                             AND SUBSIDIARIES
                             ================

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------

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, 2006, 2005 and 2004 were:

                                         2006            2005         2004
                                        ------          ------       ------
Deferred Tax Assets resulting from:
 Inventory Valuation                  $  105,075      $  97,019   $  148,739
 Allowance for Sales Returns
  and Related Provision for
  Return of Finished Goods                55,316         54,563       56,821
 Contribution and Loss Carryforwards                                  39,625
 Unrealized Loss on Investments           11,201         24,350       32,785
 Deferred Compensation Liability          58,776
 Retirement Plan Unfunded Liability      160,818
                                         -------        -------      -------
  Total Deferred Tax Assets              391,186        175,932      277,970
                                         -------        -------      -------

Deferred Tax Liabilities resulting from:
  Tax over Book Depreciation             352,595       431,784       536,548
                                         -------       -------       -------
Total Deferred Tax Liabilities           352,595       431,784       536,548
                                         -------       -------       -------

Net Deferred Tax (Asset) Liability    $(  38,591 )   $ 225,852    $  258,578
                                         =======       =======       =======
The Net Deferred Tax (Asset)
 Liability is reflected in the
 Balance Sheet under these captions:
  Deferred Income Tax Asset           $( 391,186 )  $( 175,932 )  $( 277,970 )
  Deferred Income Tax Liability          352,595       431,784       536,548
                                         -------       -------       -------

                                      $(  38,591 )  $  225,852    $  258,578
                                         =======       =======       =======




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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


NOTE 17:	  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
                                                        -------

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

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

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












                                   II-41

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


NOTE 17:	  ACQUISITION (CONTINUED)

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
                                                   ----

Net Sales                                      $ 23,060,262

Net Income                                           91,656

Net Income per Share - Basic                         $  .18

Net Income per Share - Diluted                       $  .18

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 18:  CUSTOMER LIST AND NON-COMPETE AGREEMENT

In June 2006, the Company used their existing revolving line of credit to
enter into an agreement with an unrelated entity to purchase inventories,
their customer list and a non-compete agreement for a period of ten years.
The Company paid $671,000 in cash and executed a note payable to the
entity of $975,000 with payments due as follows:

                           December 2007        $ 425,000
                           December 2008          275,000
                           December 2009          275,000
                                                  -------

                                                $ 975,000
                                                  =======

The note does not provide for interest.  The Company imputed interest at
6%, approximating its marginal borrowing rate, and discounted the note to
a principal balance of $833,850.




                                     II-42

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2006, 2005 AND 2004
                      --------------------------------


NOTE 18:  CUSTOMER LIST AND NON-COMPETE AGREEMENT (CONTINUED)

The purchase price was allocated based on fair value as follows:

    Inventories                                 $   246,000
    Customer Base and Non-Compete Agreement       1,258,850
                                                  ---------

                                                $ 1,504,850
                                                  =========


NOTE 19:  	SUBSEQUENT EVENT

On March 8, 2007, the Company declared a regular dividend of $.10 per share
to stockholders of record at April 13, 2007.






























                                    II-43
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, 2006.  Based on their evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded as of December
31, 2006, 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 changes in
the Company's internal controls over financial reporting that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.  The most recent evaluation of these controls by the Company's
Chief Executive Officer and Chief Financial Officer did not identify any
deficiencies or material weaknesses in the Company's internal controls over
financial reporting; therefore, no corrective actions were taken.































                                    II-44
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, 73 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 42 years.

Eugene L. Weiner -           Vice-President of the Registrant, 75 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 41 years.
                             (See note on page III-2)

Randy S. Gordon -            President of the Registrant, 51 years old. Term
                             of office will expire at next stockholders'
                             meeting. Employee or officer of Registrant past
                             28 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 27 years.

Mark H. Gordon -             Executive Vice-President of the Registrant, 44
                             years old. Term of office will expire at next
                             stockholders' meeting.  Employee or Officer of
                             Registrant past 21 years.

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

Melvin S. Gordon -           CEO and Chairman, 73 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 42 years.

Eugene L. Weiner -           Vice-President, 75 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 41 years.

Randy S. Gordon -            President, 51 years old.  Term of office will
                             expire at next annual directors' meeting.
                             Employee or officer of Registrant past 28 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 27 years.

Mark H. Gordon -             Executive Vice-President, 44 years old.  Term of
                             office will expire at next annual directors'
                             meeting.  Employee or Officer of Registrant past
                             21 years.
                                       III-1
Item 9.  Directors and Executive Officers of the Registrant (Continued)


Jack M. Laskowitz -          CFO and Treasurer, 50 years old.  Term of office
                             will expire at annual directors' meeting.
                             Employee or officer with Registrant past 6 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, 2006, 2005 and 2004 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     2006    $ 353,226   $ 65,000
                         2005      353,478     65,000            (4)
                         2004      352,891     10,000

Randy S. Gordon,
 President               2006      213,846     49,257         $ 44,977
                         2005      206,814     49,257           72,000
                         2004      206,433     10,000           72,000

Tracy W. Schulis,
 Senior Vice-President
  and Secretary          2006      212,420     49,257           42,633
                         2005      206,516     49,257           72,000
                         2004      206,701     10,000           72,000

Mark H. Gordon,
 Executive Vice-
  President              2006      212,964     49,257           33,888
                         2005      205,858     49,257           72,000
                         2004      205,818     10,000           72,000

Jack M. Laskowitz,
 Chief Financial Officer 2006      111,804     13,800            5,419
                         2005      104,079     12,000           22,217
                         2004       98,672      2,000           21,877

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

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

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

3. As of the latest available actuarial valuation date.

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



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

             Not applicable

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

             Not Applicable


Item 11.  Security Ownership of Certain Beneficial Owners and Management

(a)  The following table sets forth as of December 31, 2006, 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, 2006.
















                                    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 2006 and 2005 were $97,350 and
$96,450, respectively.  At the time of this filing, not all audit fees had
been billed for the 2006 fiscal year.

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

The aggregate fees billed in fiscal years 2006 and 2005 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 2006 and 2005 for professional
services rendered by Bella, Hermida, Gillman, Hancock & Mueller for tax
compliance, tax advice and tax planning were $33,000 and $19,500,
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 2006 and 2005 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 30, 2006.  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.



December 7, 2007                                     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               December 7, 2007
----------------------         and Director               ----------------
 Melvin S. Gordon                                         Date


/s/ Eugene L. Weiner          Vice-President              December 7, 2007
----------------------         and Director               ----------------
 Eugene L. Weiner                                         Date


/s/ Randy S. Gordon           President and Director      December 7, 2007
----------------------                                    ----------------
 Randy S. Gordon                                          Date


/s/ Tracy W. Schulis          Senior Vice-President,      December 7, 2007
----------------------         Secretary and Director     ----------------
 Tracy W. Schulis                                         Date


/s/ Mark H. Gordon            Executive Vice-President    December 7, 2007
----------------------         and Director               ----------------
 Mark H. Gordon                                           Date


/s/ Jack M. Laskowitz         CFO and Treasurer           December 7, 2007
----------------------                                    ----------------
 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.



December 7, 2007                                     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               December 7, 2007
----------------------         and Director               ----------------
 Melvin S. Gordon                                         Date


                              Vice-President              December 7, 2007
----------------------         and Director               ----------------
 Eugene L. Weiner                                         Date


                              President and Director      December 7, 2007
----------------------                                    ----------------
 Randy S. Gordon                                          Date


                              Senior Vice-President,      December 7, 2007
----------------------         Secretary and Director     ----------------
 Tracy W. Schulis                                         Date


                              Executive Vice-President    December 7, 2007
----------------------         and Director               ----------------
 Mark H. Gordon                                           Date


                              CFO and Treasurer           December 7, 2007
----------------------                                    ----------------
 Jack M. Laskowitz                                        Date




                                   III-8
                                  Exhibit 31.1

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



I, Melvin S. Gordon, certify that:

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

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

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

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

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

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

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

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


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

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

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


Date:  December 7, 2007


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



































                                   Exhibit 31.2

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



I, Jack M. Laskowitz, certify that:

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

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

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

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

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

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

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

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



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

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

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


Date:  December 7, 2007


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



































                                Exhibit 32.1

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


In connection with the Annual Report of Paradise, Inc. on Form 10-KSB for
the period ending December 31, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Melvin S.
Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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


         /s/ Melvin S. Gordon                  Date:  December 7, 2007
       -----------------------------
       Melvin S. Gordon
       Chief Executive Officer and Chairman






























                                Exhibit 32.2

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


In connection with the Annual Report of Paradise, Inc. on Form 10-KSB for
the period ending December 31, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jack M.
Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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


         /s/ Jack M. Laskowitz               Date:  December 7, 2007
       ----------------------------
       Jack M. Laskowitz
       Chief Financial Officer and Treasurer






























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