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

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

                  For the Fiscal Year Ended December 31, 2004
                         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:             $ 22,763,684

State the aggregate market value of the voting stock held by non-affiliates
of the registrant, $8,632,140 (as of January 31, 2005, bid price $20.50)

   Class                                  Outstanding at December 31, 2004
-----------                               --------------------------------

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

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

2004 FORM 10-KSB ANNUAL REPORT
                                 TABLE OF CONTENTS
                                 -----------------

                                       PART I
                                      --------

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

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

Item 3.     Legal Proceedings                                             I-5

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


                                      PART II
                                     ---------

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

Item 6.     Management's Discussion and Analysis or
             Plan of Operation                                    II-3 - II-8

Item 7.     Financial Statements                                 II-9 - II-34

Item 8.     Changes In and Disagreements with Accountants
             On Accounting and Financial Disclosure                     II-35

Item 8A.    Controls and Procedures                                     II-35


                                      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
            -----------------------

(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
                                   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 2004, approximately 20%
    were shipped to manufacturing bakers and other institutional users, with
    the balance being sold through supermarkets and other retail outlets for
    ultimate use in the home.


                                      I-1

Item 1. Description of Business (Continued)

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

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

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

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

    During 1993, and through another wholly owned subsidiary, the Company
    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.





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

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

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

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

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

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

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

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

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

    With the continuing acquisitions, mergers and other consolidations in the
    supermarket industry, there is increasing concentration of candied fruit
    buying activity.  During 2004, the Company derived nearly 12% of its
    consolidated revenues from affiliated companies Wal-Mart Stores, Inc. and
    Sam's Club.  These customers are not affiliated with Paradise, Inc. in
    any way, and have exclusive use of a Paradise-owned controlled brand.  In
    addition, plastics sales to Aqua Cal, Inc. accounted for 16% of the
    Company's consolidated revenues.  The loss of any of these customers
    would have a material adverse effect on operating earnings.



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

    While there is no industry-wide data available, management estimates that
    the Company sold approximately 65-75% of all candied fruits and peels
    consumed in the U.S. during 2004.  The Company knows of three major
    competitors; however, it estimates that none of these has as large a
    share of the market as the Company's.

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

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

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

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

    By local ordinance, it is required that all water effluent is metered,
    tested and discharged into a municipal industrial waste treatment plant.
    During 2004, costs for this discharge exceeded $290,000, and management
    estimates that all expenses directly related to compliance with
    environmental regulations total well over $400,000 annually, which
    includes costs for permits, third party inspections and depreciation of
    installations.

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

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

Item 2. Description of Property

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

                                      I-4
Item 2. Description of Property (Continued)

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

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

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

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


Item 3. Legal Proceedings

        None


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

        None




















                                      I-5

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

  On August 22, 1997 the Securities and Exchange Commission issued new
  listing requirements for companies listed on the NASDAQ Small Cap Market.
  The new requirements became effective on February 23, 1998.  As of March
  2004, 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
                                           ------     ------

                    2004

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

                    2003

                First Quarter               18.50      17.50
                Second Quarter              22.40      17.50
                Third Quarter               25.00      18.50
                Fourth Quarter              30.00      24.75





 (b) Approximate Number of Equity Security Holders

  As of December 31, 2004, 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               171







                                      II-1


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

  (c) Dividend History and Policy

      The Company has declared dividends to stockholders of record at December
      31 of $.10 (2004) and $.20 (2003) and $.35 (2002).  Dividends have been
      declared and paid annually, only when warranted by profitability and
      permitted by lending agreements.

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

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


































                                      II-2
Item 6. Management's Discussion and Analysis or Plan of Operation

   Summary

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

                               RELATIONSHIP TO            PERIOD TO PERIOD
                                TOTAL REVENUE            INCREASE (DECREASE)
                            YEAR ENDED DECEMBER 31,          YEARS ENDED
                           -----------------------      --------------------
                            2004    2003     2002       2004-2003   2003-2002
                            ----    ----     ----       ---------   ---------
NET SALES:
Candied Fruit               70.0%   77.0%    79.4%        -4.0%       -9.6%
Molded Plastics             30.0    23.0     20.6         37.6         4.3
                           -----   -----    -----
                           100.0   100.0    100.0          5.6        -6.7
Cost of Sales               76.1    71.4     66.6         12.6         0.0
Selling, General and
 Administrative Expense     19.4    20.1     20.3          1.6        -7.7
Depreciation and
  Amortization               3.6     3.5      3.7          6.6       -11.0
Interest Expense             0.6     0.4      0.7         52.5       -45.5
                           -----   -----    -----
Income from Operations       0.3     4.6      8.7        -92.4       -50.9
Other Income                 0.2     0.1      0.1         46.0        -4.0
                           -----   -----    -----
Income Before Provision
  for Income Taxes           0.5     4.7      8.8        -88.2       -50.2
Provision for Income
  Taxes                      0.3     1.9      3.6          0.0         0.0
                           -----   -----    -----
Net Income                   0.2%    2.8%     5.2%       -87.5%      -50.4%
                           =====   =====    =====

(1) Liquidity

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

(2) Capital Resources

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


                                      II-3

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

(3) Results of Operations

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

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

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

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

For 2004, Paradise Plastics, Inc., a wholly owned subsidiary, contributed net
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.







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

(3) Results of Operations (Continued)

                      2004 Compared to 2003 (Continued)
                      --------------------------------
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 4.8%
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.

Interest expense increased by $48,159 or 47% 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 comprehensive income of $82,075 or $.14
earnings per share for 2004, compared to $622,184 in comprehensive income or
$1.15 earnings per share for 2003.
                                      II-5
Item 6. Management's Discussion and Analysis or Plan of Operation (Continued)

(3) Results of Operations (Continued)


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

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

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

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

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

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


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

(3) Results of Operations (Continued)

                       2003 Compared to 2002 (Continued)
                       ---------------------------------

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

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

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

In summary, with the reduction of net fruit sales combined with increases in
the cost of raw materials and marketing expenses to produce the Company's new
labeling and coupon program, Paradise, Inc. recorded after tax comprehensive
income of $622,184 for 2003 versus $1,201,061 for 2002.  Earnings per share
were $1.15 in 2003 versus $2.32 in 2002.  The effective tax rate for 2003 was
41.1% versus 40.8% for 2002.

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

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

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

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

(3) Results of Operations (Continued)

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

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

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

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

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

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
















II-8

Item 7. Financial Statements



                          INDEPENDENT AUDITORS' REPORT

March 23, 2005


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, 2004, 2003 and 2002, 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, 2004, 2003 and 2002, and the consolidated
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States.

Respectfully submitted,

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



Certified Public Accountants
Plant City, Florida


                                      II-9

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

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

                            ASSETS
                            ------
                                                  DECEMBER 31,

                                      2004           2003            2002
                                     ------         ------          ------
CURRENT ASSETS:
Cash and Cash Equivalents        $  3,258,811   $  3,110,599    $  1,334,802
Accounts Receivable, Net of
 Allowance for Doubtful
 Accounts of $ -0-                  1,660,211      1,630,310       3,386,487
Inventories                         5,503,254      6,455,850       6,452,986
Prepaid Expenses and Other
 Current Assets                       452,295        429,510         542,339
Deferred Income Tax Asset             277,970        305,983         372,832
Income Tax Refund Receivable          365,485        452,537           1,318
                                   ----------     ----------      ----------

     Total Current Assets          11,518,026     12,384,789      12,090,764



PROPERTY, PLANT AND EQUIPMENT:
Net of Accumulated Depreciation of
 $13,901,051 (2004), $13,174,738
 (2003) and $14,788,503 (2002)      5,744,748      5,675,711       5,823,779



GOODWILL                              413,280



OTHER ASSETS                          750,526        637,552         565,415
                                   ----------     ----------      ----------


TOTAL ASSETS                     $ 18,426,580   $ 18,698,052    $ 18,479,958
                                   ==========     ==========      ==========






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

                                     II-10







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

                                                 DECEMBER 31,

                                      2004           2003            2002
                                     ------         ------          ------
CURRENT LIABILITIES:
Short-Term Debt                   $    45,216   $    274,405    $     97,483
Accounts Payable                      217,730        391,591         315,011
Accrued Expenses                    1,135,734      1,475,025       1,750,804
Dividends Payable                       4,978        108,848         186,750
Accrued Taxes on Income                                               79,370
Current Portion of Long-Term Debt     255,459        235,554         168,395
                                   ----------     ----------      ----------

Total Current Liabilities           1,659,117      2,485,423       2,597,813

LONG-TERM DEBT,
   NET OF CURRENT PORTION             803,891        373,407         618,581

DEFERRED INCOME TAX LIABILITY         536,548        494,273         436,929
                                   ----------     ----------      ----------

Total Liabilities                   2,999,556      3,353,103       3,653,323
                                   ----------     ----------      ----------
STOCKHOLDERS' EQUITY:
Common Stock, $.30 Par Value,
  2,000,000 Shares Authorized,
  583,094 Shares Issued, 519,350
  Shares Outstanding                  174,928        174,928         174,928
Capital in Excess of Par Value      1,288,793      1,288,793       1,288,793
Retained Earnings                  14,294,561     14,220,106      13,726,624
Unrealized Holding Loss on
  Securities                     (     54,339 ) (     61,959 )  (     86,791 )

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

Total Stockholders' Equity         15,427,024     15,344,949      14,826,635
                                   ----------     ----------      ----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY          $ 18,426,580   $ 18,698,052    $ 18,479,958
                                   ==========     ==========      ==========




                                     II-11
                               PARADISE, INC.
                              AND SUBSIDIARIES
                              ================

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                     2004            2003            2002
                                    ------          ------          ------

NET SALES                       $ 22,763,684    $ 21,559,973    $ 23,117,490
                                  ----------      ----------      ----------
COSTS AND EXPENSES:
 Cost of Goods Sold
  (Excluding Depreciation)        17,332,636      15,387,779      15,393,584
 Selling, General and
  Administrative Expenses          4,406,990       4,338,168       4,699,966
 Depreciation and Amortization       809,412         759,049         853,242
 Interest Expense                    139,807          91,648         168,011
                                  ----------      ----------      ----------

    Total Costs and Expenses      22,688,845      20,576,644      21,114,803
                                  ----------      ----------      ----------

INCOME FROM OPERATIONS                74,839         983,329       2,002,687

OTHER INCOME - NET                    44,823          30,696          31,985
                                  ----------      ----------      ----------
INCOME BEFORE PROVISION
    FOR INCOME TAXES                 119,662       1,014,025       2,034,672

PROVISION FOR INCOME TAXES            45,207         416,673         829,253
                                  ----------      ----------      ----------

NET INCOME                            74,455         597,352       1,205,419

OTHER COMPREHENSIVE INCOME (LOSS):
 Unrealized Gain (Loss) on
  Available for Sale Securities,
  Net of Tax                           7,620          24,832     (     4,358 )
                                  ----------      ----------      ----------

COMPREHENSIVE INCOME            $     82,075    $    622,184    $  1,201,061
                                  ==========      ==========      ==========

EARNINGS PER SHARE:

         Basic                        $ 0.14          $ 1.15          $ 2.32
                                        ====            ====            ====
         Diluted                      $ 0.14          $ 1.15          $ 2.32
                                        ====            ====            ====


The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements
                                    II-12
                                 PARADISE, INC.
                                AND SUBSIDIARIES
                                ================

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
         ----------------------------------------------------------

                                                                  UNREALIZED
                                    CAPITAL IN                    HOLDING GAIN
                          COMMON    EXCESS OF      RETAINED       (LOSS) ON
                          STOCK     PAR VALUE      EARNINGS       SECURITIES
                          ------    ----------     --------       ----------
Balance, December 31,
 2001                   $ 174,928   $ 1,288,793 $  12,702,978     $( 82,433 )

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

Other Comprehensive Loss                                           (  4,358 )

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

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

Other Comprehensive Gain                                             24,832

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

Other Comprehensive Gain                                              7,620

Net Income                                             74,455
                          -------     ---------    ----------        ------

Balance, December 31,
 2004                   $ 174,928   $ 1,288,793  $ 14,294,561     $( 54,339 )
                          =======     =========    ==========        ======








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


                                    II-13









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


  $( 276,919 )     $  13,807,347


                    (    181,773 )

                    (      4,358 )

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

   ( 276,919 )        14,826,635


                    (    103,870 )

                          24,832

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

   ( 276,919 )        15,344,949

                           7,620

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


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












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

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   -------------------------------------
                                        FOR THE YEARS ENDED DECEMBER 31,
                                        2004          2003          2002
                                       ------        ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                        $     74,455  $    597,352  $  1,205,419
 Adjustments to Reconcile Net
  Income to Net Cash Provided by
  (Used in) Operating Activities:
   Increase in Net Deferred Income
    Tax Liability                        65,692       109,212        80,295
   Depreciation and Amortization        809,412       759,049       853,242
   Loss on Sale of Assets                               7,172        34,139
   Changes in assets and liabilities,
    Net of Acquisition:
     Accounts Receivable                114,770   ( 1,756,177 ) ( 1,564,259 )
     Inventories                      1,058,824   (     2,864 ) (   788,995 )
     Prepaid Expenses               (    13,314 )     112,829   (    61,672 )
     Refund Receivable                   87,052   (   451,219 )     126,640
     Other Assets                         5,583   (    19,257 )     108,830
     Accounts Payable               (   213,419 )      76,580   (   425,420 )
     Accrued Expenses               (   389,951 ) (   275,779 )      93,335
     Accrued Taxes on Income                      (    79,370 )      79,370
                                      ---------     ---------     ---------
    Net Cash Provided by (Used in)
     Operating Activities             1,599,104     2,589,882   (   259,076 )
                                      ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of Property, Plant and
  Equipment                         (   687,435 ) (   557,355 ) (   444,351 )
 Acquisition, Net of Cash           (   738,816 )
 Purchase of Investments                          (         8 )
                                       --------     ---------     ---------
    Net Cash Used in Investing
     Activities                     ( 1,426,251 ) (   557,363 ) (   444,351 )
                                      ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Proceeds (Repayments) of
  Short-Term Debt                   (   229,189 )     176,922   (   185,569 )
 Proceeds from Issuance of
  Long-Term Debt                        800,000
 Principal Payments on Long-Term
  Debt                              (   349,611 ) (   219,068 ) (   183,476 )
 Dividends Paid                     (   103,870 ) (   181,773 ) (   181,773 )
 Increase in Other Assets           (   141,971 ) (    32,803 )
                                      ---------     ---------     ---------
    Net Cash Used in Financing
     Activities                     (    24,641 ) (   256,722 ) (   550,818 )
                                      ---------     ---------     ---------
    Net Increase (Decrease) in
     Cash                               148,212     1,775,797   ( 1,254,245 )

CASH, at Beginning of Year            3,110,599     1,334,802     2,589,047
                                      ---------     ---------     ---------

CASH, at End of Year               $  3,258,811  $  3,110,599  $  1,334,802
                                      =========     =========     =========

                                    II-15


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

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

                                        FOR THE YEARS ENDED DECEMBER 31,
                                         2004          2003          2002
                                        ------        ------        ------
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

  Cash Paid During the Year for:

   Interest                          $  140,155    $   91,165    $  168,318
                                        =======       =======       =======

   Income Taxes                      $  333,750    $  830,520    $  530,591
                                        =======       =======       =======

SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

 Long-Term Debt Assumed or Issued for:

  Equipment Purchases or
   Capital Leases                    $             $   41,053    $   67,076
                                        =======       =======       =======
 Unrealized Holding Gain (Loss) on
  Securities                         $    7,620    $   24,832    $(   4,358 )
                                        =======        ======       =======

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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2004, 2003 AND 2002
                         --------------------------------

NOTE 1:  SIGNIFICANT ACCOUNTING POLICIES

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

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

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



NOTE 2:  INVENTORIES

                                2004             2003            2002
                               ------           ------          ------

Supplies                    $   171,442      $   192,452      $   192,452
Raw Materials                 2,029,118        1,165,530          885,897
Work in Progress                453,991          425,444          434,450
Finished Goods                2,848,703        4,672,424        4,940,187
                              ---------        ---------        ---------

TOTAL                       $ 5,503,254      $ 6,455,850      $ 6,452,986
                              =========        =========        =========

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

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

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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2004, 2003 AND 2002
                          --------------------------------

NOTE 3:  PROPERTY, PLANT AND EQUIPMENT

                                     2004            2003           2002
                                    ------          ------         ------

Land and Improvements            $   856,040     $   856,040     $   856,040
Buildings and Improvements         5,914,755       5,887,707       5,887,432
Machinery and Equipment           12,875,004      12,106,702      13,868,810
                                  ----------      ----------      ----------

Total                             19,645,799      18,850,449      20,612,282
Less:  Accumulated Depreciation   13,901,051      13,174,738      14,788,503
                                  ----------      ----------      ----------

NET                              $ 5,744,748     $ 5,675,711     $ 5,823,779
                                  ==========      ==========      ==========


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

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

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

Depreciation expense for the years ended December 31, 2004, 2003 and 2002 was
$769,780, $739,304 and $834,470, respectively.









                                      II-18

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

                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003 AND 2002
                        --------------------------------


NOTE 4:  INVESTMENT IN MARKETABLE SECURITIES

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

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

                                        2004         2003         2002
                                       ------       ------       ------

Money Market and Mutual Funds,
 at cost                            $  280,409   $  281,009   $  281,601
Gross Unrealized Losses,
 Before Tax                         (   87,124 )  (  99,342 )  ( 139,155 )
                                       -------      -------      -------
Total Marketable Securities,
 at Fair Value                      $  193,285   $  181,667   $  142,446
                                       =======      =======      =======


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:

                                      2004          2003         2002
                                     ------        ------       ------

Proceeds                            $      0      $      0    $       0
                                      ======        ======       ======
Gross Realized Gains                $      0      $      0    $       0
                                      ======        ======       ======
Gross Realized Losses               $      0      $      0    $       0
                                      ======        ======       ======
Change in Unrealized Loss,
 Before Tax                         $ 12,218      $ 39,813    $( 56,722 )
                                      ======        ======       ======

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

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

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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004, 2003 AND 2002
                           --------------------------------

NOTE 5:  AMORTIZABLE INTANGIBLE ASSETS

Amortizable intangible assets included in Other Assets consist of a covenant
not to compete and debt issue costs.  In connection with the acquisition of
Mastercraft Products Corporation, the Company entered into a covenant not to
compete agreement with the former owner in the amount of $123,000.  It is being
amortized over a period of 36 months. Debt issue costs incurred of $51,776 are
being amortized over the term of the agreements.  Amortization expense for the
years ended December 31, 2004, 2003 and 2002 was $39,632, $19,746 and $18,379,
respectively.


NOTE 6:  SHORT-TERM DEBT
                                            2004          2003         2002
                                           ------        ------       ------

Trade acceptances, letters of credit
and other short-term debt.               $ 45,216      $ 274,405     $ 97,483
                                           ------        -------       ------

TOTAL                                    $ 45,216      $ 274,405     $ 97,483
                                           ======        =======       ======


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
           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









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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2004, 2003 AND 2002
                          --------------------------------


NOTE 6:  SHORT-TERM DEBT (CONTINUED)

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

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

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

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

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

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


Pursuant to a loan agreement, a bank has agreed to advance the Company 80% of
the Company's eligible receivables and 50% of the Company's eligible
inventory.  Interest is payable monthly and is computed from a daily floating
rate equal to the Libor rate plus an applicable margin.  Principal is
due May 31, 2005.

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, 2004 was $3,373,890, at December 31, 2003 was $3,739,831 and at
December 31, 2002 was $5,378,165.







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

                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2004, 2003 AND 2002
                          --------------------------------


NOTE 7:  LONG-TERM DEBT

                                            2004        2003         2002
                                           ------      ------       ------
Note Payable, Libor rate plus
 applicable margin, collateralized
 by accounts receivable, inventories
 and equipment.  Monthly payments of
 $13,967 plus interest.                 $   905,591  $ 373,190    $ 501,875

Note Payable, 0% interest,
 collateralized by an automobile.
 Monthly payments of $356.                    7,828     12,097       16,366


Obligations under capital leases.
 Monthly payments totaling $7,569
 including interest at rates ranging
 from 5.52% to 8.25%, collateralized
 by equipment.                              145,931    223,674      268,735
                                          ---------    -------      -------

Total Debt                                1,059,350    608,961      786,976
Less, Current Portion                       255,459    235,554      168,395
                                          ---------    -------      -------

LONG-TERM DEBT                          $   803,891  $ 373,407    $ 618,581
                                          =========    =======      =======


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

                         2005            $   255,459
                         2006                214,373
                         2007                183,178
                         2008                171,143
                         2009                167,599
                      Subsequent              67,598
                                           ---------

                         Total           $ 1,059,350
                                           =========





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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------

NOTE 8:  LEASES

The Company has certain equipment leases which are classified as capital
leases.  At December 31, 2004, 2003 and 2002, the amount capitalized was
$372,594, $439,865 and $655,529, respectively, and the accumulated
amortization was $125,407 (2004), $136,999 (2003) and $264,829 (2002). The
amount recognized as an obligation was $145,931, $223,674 and $268,735,
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 $66,022 (2004), $82,416 (2003) and $73,280
(2002).

At December 31, 2004, 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
     ---------------------------        --------------      ---------
                2005                       $  90,826        $  59,310
                2006                          45,325           33,930
                2007                          16,148           11,650
                2008                           3,591            3,040
                                             -------          -------

     Total Minimum Lease Payments            155,890        $ 107,930
     Less, Amount Representing Interest        9,959          =======
                                             -------
     PRESENT VALUE OF FUTURE MINIMUM
       CAPITAL LEASE PAYMENTS              $ 145,931
                                             =======














                                      II-23

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

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003 AND 2002
                        --------------------------------


NOTE 9:  ACCRUED EXPENSES

                                         2004          2003          2002
                                        ------        ------        ------

Accrued Payroll and Bonuses         $   164,350   $    65,267   $   419,471
Accrued Brokerage Payable               239,176       305,295       330,120
Accrued Pension Cost (Note 10)          195,371       147,555       113,870
Provision for Unrealized Profit
   on Retail Returns                    151,000       204,000       273,000
Other Accrued Expenses                   13,421       101,540       124,704
Coupon Reimbursement                     70,000        70,208
Accrued Credit Due to Customers         193,195       443,916       347,568
Accrued Insurance Payable               109,221       137,244       142,071
                                      ---------     ---------     ---------
TOTAL                               $ 1,135,734   $ 1,475,025   $ 1,750,804
                                      =========     =========     =========

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


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 2004, 2003 and 2002 was
$185,194, $157,854 and $98,449, respectively, which includes amortization of
past service cost over 10 years.  The Company makes annual contributions to
fund the plan equal to the amounts deductible for Federal Income Tax
purposes.  The benefit formula being used is known as the frozen initial
liability cost method.  The plan's assets consist of fixed income assets,
whole life insurance contracts and mutual funds.










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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


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 2004, 2003 and 2002:

                                      2004           2003           2002
                                     ------         ------         ------
Change in Benefit Obligation:
Benefit Obligation at Beginning
 of Year                          $ 3,274,584    $ 2,749,088    $ 2,262,986
Service Cost                          171,208        154,688        135,713
Interest Cost                         178,444        163,412        146,510
Actuarial (Gain) Loss                 105,418        244,884        285,415
Benefits Paid                     (   254,342 )  (    37,488 )  (    81,536 )
                                    ---------      ---------      ---------

Benefit Obligation at End of Year   3,475,312      3,274,584      2,749,088
                                    ---------      ---------      ---------
Change in Plan Assets:
Fair Value of Plan Assets at
 Beginning of Year                  2,602,907      2,328,805      2,288,285
Actual Return on Plan Assets          209,450        187,421         15,499
Employer Contributions                137,378        124,169        106,557
Benefits Paid                     (   254,342 )  (    37,488 )  (    81,536 )
                                    ---------      ---------      ---------
Fair Value of Plan Assets at
 End of Year                        2,695,393      2,602,907      2,328,805
                                    ---------      ---------      ---------

Reconciliation of Funded Status:
Funded Status (Underfunded)
 Overfunded                       (   779,919 )  (   671,677 )  (   420,283 )
Unrecognized Net Actuarial Loss       660,233        631,798        447,147
Unrecognized Prior Service Cost   (    75,685 )  (   107,676 )  (   140,734 )
                                    ---------      ---------      ---------

Accrued Benefit Cost             $(   195,371 ) $(   147,555 ) $(   113,870 )
                                    =========      =========      =========









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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


NOTE 10:  RETIREMENT PLAN (CONTINUED)

The Net Periodic Benefit Cost for 2004, 2003 and 2002 included the following
components:

                                       2004           2003           2002
                                      ------         ------         ------

Service Cost                       $  171,208     $  154,688     $  135,713
Interest Cost                         178,444        163,412        146,510
Expected Return on Plan Assets     (  159,140 )   (  142,257 )   (  151,618 )
Recognized Net Actuarial (Gain)
 Loss                                  26,673         15,069
Amortization of Transition
 Obligation                                                             902
Amortization of Prior Service
 Cost                              (   31,991 )   (   33,058 )   (   33,058 )
                                      -------        -------        -------

Net Periodic Benefit Cost          $  185,194     $  157,854     $   98,449
                                      =======        =======        =======


Weighted-Average Assumptions Used:

                                       2004           2003           2002
                                      ------         ------         ------

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
















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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------

NOTE 11:  PROVISION FOR FEDERAL AND STATE INCOME TAXES

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

                                       2004           2003           2002
                                      ------         ------         ------
CURRENT:
Federal                            $(  20,485 )    $ 262,626      $ 640,053
State                                                 44,836        109,477
                                      -------        -------        -------
                                    (  20,485 )      307,462        749,530
                                      -------        -------        -------
DEFERRED:
Federal                                56,090         93,249         68,071
State                                   9,602         15,962         11,652
                                      -------        -------        -------
                                       65,692        109,211         79,723
                                      -------        -------        -------
TOTAL PROVISION FOR
INCOME TAXES                        $  45,207      $ 416,673      $ 829,253
                                      =======        =======        =======

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:

                                      2004            2003           2002
                                     ------          ------         ------
Income Taxes Computed at
 Statutory Rate                    $  40,685       $ 344,768      $ 691,788
State Income Tax, Net of Federal
 Income Tax Benefit                    6,337          40,127         79,945
Other, Net                          (  1,815 )        31,778         57,520
                                      ------         -------        -------

PROVISION FOR INCOME TAXES         $  45,207       $ 416,673      $ 829,253
                                      ======         =======        =======



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 2004, 2003 and 2002 for basic) and (519,350 shares in 2004,
2003 and 2002 for diluted).


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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


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.

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
NET SALES IN EACH SEGMENT         2004              2003             2002
                                 ------            ------           ------
Candied Fruit:
Sales to Unaffiliated
 Customers                   $ 15,939,808      $ 16,601,065     $ 18,361,068

Molded Plastics:
Sales to Unaffiliated
 Customers                      6,823,876         4,958,908        4,756,422
                               ----------        ----------       ----------

NET SALES                    $ 22,763,864      $ 21,559,973     $ 23,117,490
                               ==========        ==========       ==========












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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2004              2003             2002
                                 ------            ------           ------
THE OPERATING PROFIT OF
EACH SEGMENT IS LISTED BELOW

Candied Fruit                 $ 3,173,166       $ 4,524,929      $ 5,711,391
Molded Plastics                 1,636,567         1,057,554        1,324,099
                                ---------         ---------        ---------

OPERATING PROFIT OF SEGMENTS    4,809,733         5,582,483        7,035,490

General Corporate Expenses,
 Net                          ( 4,595,087 )     ( 4,507,506 )    ( 4,864,792 )
Interest Expense              (   139,807 )     (    91,648 )    (   168,011 )
Other Income                       44,823            30,696           31,985
                                ---------         ---------        ---------
INCOME BEFORE PROVISION FOR
INCOME TAXES                  $   119,662       $ 1,014,025      $ 2,034,672
                                =========         =========        =========

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

                                  YEAR              YEAR             YEAR
                                  ENDED             ENDED            ENDED
                                  2004              2003             2002
                                 ------            ------           ------
IDENTIFIABLE ASSETS OF EACH
SEGMENT ARE LISTED BELOW

Candied Fruit                $  7,121,061      $  9,465,206     $ 11,237,064
Molded Plastics                 5,029,726         2,933,248        3,064,107
                               ----------        ----------       ----------

Identifiable Assets            12,150,787        12,398,454       14,301,171
General Corporate Assets        6,275,793         6,299,598        4,178,787
                               ----------        ----------       ----------

TOTAL ASSETS                 $ 18,426,580      $ 18,698,052     $ 18,479,958
                               ==========        ==========       ==========

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------

NOTE 13:  BUSINESS SEGMENT DATA (CONTINUED)

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

                                   YEAR              YEAR             YEAR
                                   ENDED             ENDED            ENDED
                                   2004              2003             2002
                                  ------            ------           ------
DEPRECIATION AND
AMORTIZATION EXPENSE OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 377,403         $ 385,387        $ 449,796
Molded Plastics                   264,431           204,323          238,620
                                  -------           -------          -------
Segment Depreciation and
  Amortization Expense            641,834           589,710          688,416
General Corporate Depreciation
  and Amortization Expense        167,578           169,339          164,826
                                  -------           -------          -------
TOTAL DEPRECIATION AND
AMORTIZATION EXPENSE            $ 809,412         $ 759,049        $ 853,242
                                  =======           =======          =======

                                   YEAR              YEAR             YEAR
                                   ENDED             ENDED            ENDED
                                   2004              2003             2002
                                  ------            ------           ------
CAPITAL EXPENDITURES OF
EACH SEGMENT ARE LISTED BELOW

Candied Fruit                   $ 173,450         $ 261,512        $ 264,855
Molded Plastics                   431,920           282,438          119,484
                                  -------           -------          -------

Segment Capital Expenditures      605,370           543,950          384,339
General Corporate Capital
 Expenditures                     113,143            54,458          136,316
                                  -------           -------          -------

TOTAL CAPITAL EXPENDITURES      $ 718,513         $ 598,408        $ 520,655
                                  =======           =======          =======

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

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


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 2004, the Company derived nearly 12% of its
consolidated revenues from affiliated companies Wal-Mart Stores, Inc. and
Sam's Club.  These customers are not affiliated with Paradise, Inc. in any
way, and have exclusive use of a Paradise-owned controlled brand.  In
addition, plastics sales to Aqua Cal, Inc. accounted for 16% of the Company's
consolidated revenues.  The loss of any of these customers would have a
material adverse effect on operating earnings.

NOTE 15:  CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentration
of credit risk consist principally of cash equivalents and unsecured trade
receivables.  The Company's cash equivalents are maintained with several
financial institutions located in Florida.  Accounts at each institution are
secured by the Federal Deposit Insurance Corporation up to $100,000. Uninsured
balances aggregate to $3,247,684 at December 31, 2004.  The Company grants
credit to customers, substantially all of whom are located in the United
States.  The Company's ability to collect these receivables is dependent upon
economic conditions in the United States and the financial condition of its
customers.

NOTE 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, 2004, 2003 and 2002 were:

                                         2004           2003           2002
                                        ------         ------         ------
Deferred Tax Assets resulting from:
 Inventory Valuation                  $ 148,739      $ 191,836      $ 217,738
 Book Provision for Loss of Profits      56,821         76,765        102,730
 Contribution and Loss Carryforward      39,625
 Unrealized Loss on Investments          32,785         37,382         52,364
                                        -------        -------        -------
  Total Deferred Tax Assets             277,970        305,983        372,832
                                        -------        -------        -------

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


NOTE 16:  DEFERRED INCOME TAXES (CONTINUED)

                                          2004          2003          2002
                                         ------        ------        ------

Deferred Tax Liabilities resulting from:
  Tax over Book Depreciation             536,548       494,273       436,929
                                         -------       -------       -------
Total Deferred Tax Liabilities           536,548       494,273       436,929
                                         -------       -------       -------

Net Deferred Tax (Asset) Liability     $ 258,578     $ 188,290     $  64,097
                                         =======       =======       =======
The Net Deferred Tax (Asset)
 Liability is reflected in the
 Balance Sheet under these captions:
  Deferred Income Tax Asset          $ ( 277,970 ) $ ( 305,983 ) $ ( 372,832 )
  Deferred Income Tax Liability          536,548       494,273       436,929
                                         -------       -------       -------

                                       $ 258,578     $ 188,290   $    64,097
                                         =======       =======       =======


NOTE 17:  FAIR VALUE OF FINANCIAL INSTRUMENTS

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


NOTE 18:	  ACQUISITION

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




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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


NOTE 18:	  ACQUISITION (CONTINUED)

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
                                                        =======


The following (unaudited) pro forma consolidated results of operations have been
prepared as if the acquisition of Mastercraft Products Corporation had occurred
at January 1, 2003:
                                                   2004               2003
                                                   ----               ----

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

Net Income                                           91,656            548,049

Net Income per Share - Basic                         $  .18             $ 1.06

Net Income per Share - Diluted                       $  .18             $ 1.06

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

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

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2004, 2003 AND 2002
                      --------------------------------


NOTE 19:  	SUBSEQUENT EVENT

On March 24, 2005, the Company declared a dividend of $.10 per share to
stockholders of record at December 31, 2004.











































                                    II-34
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, 2004.  Based on their evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the applicable Securities and
Exchange Commission rules and forms.  There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the most recent evaluation of
these controls by the Company's Chief Executive Officer and Chief Financial
Officer.  No significant deficiencies or material weaknesses in the Company's
internal controls were identified therefore no corrective actions were taken.

































                                    II-35
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, 71 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 40 years.

Eugene L. Weiner -           Vice-President of the Registrant, 73 years old.
                             Term of office will expire at next stockholders'
                             meeting.  Officer with Registrant past 39 years.
                             (See note on page III-2)

Randy S. Gordon -            President of the Registrant, 49 years old. Term
                             of office will expire at next stockholders'
                             meeting. Employee or officer of Registrant past
                             26 years.

Tracy W. Schulis -           Senior Vice-President and Secretary of the
                             Registrant, 48 years old.  Term of office will
                             expire at next stockholders' meeting.  Employee
                             or officer of Registrant past 25 years.

Mark H. Gordon -             Executive Vice-President of the Registrant, 42
                             years old. Term of office will expire at next
                             stockholders' meeting.  Employee or Officer of
                             Registrant past 19 years.

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

Melvin S. Gordon -           CEO and Chairman, 71 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 40 years.

Eugene L. Weiner -           Vice-President, 73 years old.  Term of office
                             will expire at next annual directors' meeting.
                             Officer with Registrant past 39 years.

Randy S. Gordon -            President, 49 years old.  Term of office will
                             expire at next annual directors' meeting.
                             Employee or officer of Registrant past 26 years.

Tracy W. Schulis -           Senior Vice-President and Secretary, 48 years
                             old.  Term of office will expire at next annual
                             directors' meeting.   Employee or officer of
                             Registrant past 25 years.

Mark H. Gordon -             Executive Vice-President, 42 years old.  Term of
                             office will expire at next annual directors'
                             meeting.  Employee or Officer of Registrant past
                             19 years.
                                       III-1
Item 9.  Directors and Executive Officers of the Registrant (Continued)


Jack M. Laskowitz -          CFO and Treasurer, 48 years old.  Term of office
                             will expire at annual directors' meeting.
                             Employee or officer with Registrant past 4 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, 2004, 2003 and 2002 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     2004    $ 352,891   $ 10,000            (4)
                         2003      352,366      - 0 -
                         2002      352,217     82,950

Eugene L. Weiner,
 Vice-President          2002      206,602     63,000            (5)

Randy S. Gordon,
 President               2004      206,433     10,000         $ 72,000
                         2003      206,601      - 0 -           72,000
                         2002      206,515     51,720           72,000

Tracy W. Schulis,
 Senior Vice-President
  and Secretary          2004      206,701     10,000           72,000
                         2003      206,345      - 0 -           72,000
                         2002      206,266     51,720           72,000

Mark H. Gordon,
 Executive Vice-
  President              2004      205,818     10,000           72,000
                         2003      205,786      - 0 -           72,000
                         2002      205,788     51,720           72,000


Jack M. Laskowitz,
 Chief Financial Officer 2004       98,672      2,000           24,576
                         2003       98,275      2,500           22,656

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

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

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

                                    III-3

Item 10.  Executive Compensation (Continued)

3. As of the latest available actuarial valuation date.

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

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



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

             Not applicable

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

             Not Applicable


Item 11.  Security Ownership of Certain Beneficial Owners and Management

(a)  The following table sets forth as of December 31, 2004, 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             221,690                42.7%
                                              =======                ====

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

Eugene L. Weiner           Common               4,300                 0.8

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, 2004.















                                    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 2004 and 2003 were $93,000 and
$62,400, respectively.  At the time of this filing, not all audit fees had
been billed for the 2004 fiscal year.

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

The aggregate fees billed in fiscal years 2004 and 2003 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 $5,500 and $22,050, 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 2004 and 2003 for professional
services rendered by Bella, Hermida, Gillman, Hancock & Mueller for tax
compliance, tax advice and tax planning were $19,150 and $21,697,
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 2004 and 2003 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 6, 2004.  Since all services
provided by the principal accountant are pre-approved, the Company does not
rely on pre-approval policies and procedures.









                                    III-7

                              SIGNATURES
                              ----------

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



March 31, 2005                                       PARADISE, INC.
--------------
Date
                                                     /s/ Melvin S. Gordon
                                                     --------------------
                                                     Melvin S. Gordon
                                                     CEO and Chairman


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



/s/ Melvin S. Gordon          CEO, Chairman               March 31, 2005
----------------------         and Director               --------------
 Melvin S. Gordon                                         Date


/s/ Eugene L. Weiner          Vice-President              March 31, 2005
----------------------         and Director               --------------
 Eugene L. Weiner                                         Date


/s/ Randy S. Gordon           President and Director      March 31, 2005
----------------------                                    --------------
 Randy S. Gordon                                          Date


/s/ Tracy W. Schulis          Senior Vice-President,      March 31, 2005
----------------------         Secretary and Director     --------------
 Tracy W. Schulis                                         Date


/s/ Mark H. Gordon            Executive Vice-President    March 31, 2005
----------------------         and Director               --------------
 Mark H. Gordon                                           Date


/s/ Jack M. Laskowitz         CFO and Treasurer           March 31, 2005
----------------------                                    --------------
 Jack M. Laskowitz                                        Date



                                  III-8