##### Table of Contents





U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | Quarterly report pursuant to section 13 or 15(d) of the Securities Act of 1934.
|- | -------------------------------------------------------------------------------

For the quarterly period ended June 30, 2009

or



| ̈ | Transition report pursuant to section 13 or 15(d) of the Securities Act of 1934.
|- | --------------------------------------------------------------------------------

Commission File No. 0-3026





PARADISE, INC.





INCORPORATED IN FLORIDA

I.R.S.
EMPLOYER IDENTIFICATION NO. 59-1007583

1200 DR. MARTIN LUTHER KING, JR. BLVD.,

PLANT CITY, FLORIDA 33563

(813)
752-1155





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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by checkmark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

The number of shares outstanding of each of the issuers classes of common stock:



|                             |      |                            |      |               
|---------------------------- | ---- | -------------------------- | ---- | --------------
|Class                        |      | Outstanding as of June 30,
|                             | 2009 |                            | 2008
|Common Stock $0.30 Par Value |      | 519,350 Shares             |      | 519,350 Shares









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##### Table of Contents

PARADISE, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

INDEX





|           |  |                                                                                       |  |      
|---------- |  | ------------------------------------------------------------------------------------- |  | -----
|           |  |                                                                                       |  | PAGE 
|PART I.    |  | FINANCIAL INFORMATION                                                                 |  |      
|           |  |                                                                                      
|           |  | ITEM 1.                                                                               |  |      
|           |  |                                                                                      
|           |  | FINANCIAL STATEMENTS                                                                  |  | 2-10 
|           |  |                                                                                      
|           |  | ITEM 2.                                                                               |  |      
|           |  |                                                                                      
|           |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 11-13
|           |  |                                                                                      
|           |  | ITEM 3.                                                                               |  |      
|           |  |                                                                                      
|           |  | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  N/A                       |  | 14   
|           |  |                                                                                      
|           |  | ITEM 4T.                                                                              |  |      
|           |  |                                                                                      
|           |  | CONTROLS AND PROCEDURES                                                               |  | 14   
|           |  |                                                                                      
|PART II.   |  | OTHER INFORMATION                                                                     |  |      
|           |  |                                                                                      
|           |  | ITEMS 1  6.                                                                          |  | 14-15
|           | 
|SIGNATURES |  | 16                                                                                   



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|               |  |                           
|-------------- |  | --------------------------
|PARADISE, INC. |  | COMMISSION FILE NO. 0-3026

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS





|                                                                                                                                        |  |                              |            |                       |   |                              |  |   |           
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | --------------------- | - | ---------------------------- |  | - | ----------
|                                                                                                                                        |  | AS OFJUNE 30,2009(UNAUDITED) |            | AS OFDECEMBER 31,2008 |   | AS OFJUNE 30,2008(UNAUDITED)
|ASSETS                                                                                                                                  |  |                              |            |                       |   |                              |  |   |           
|                                                                                                                                        |  |                              |           
|CURRENT ASSETS:                                                                                                                         |  |                              |            |                       |   |                              |  |   |           
|Cash and Unrestricted Demand Deposits                                                                                                   |  | $                            | 4,737      |                       | $ | 2,045,796                    |  | $ | 18,249    
|Accounts and Notes Receivable, Less Allowances of $0 (6/30/09), $1,094,000 (12/31/08) and $0 (6/30/08)                                  |  |                              | 1,332,713  |                       |   | 829,773                      |  |   | 1,239,792 
|Inventories:                                                                                                                            |  |                              |            |                       |   |                              |  |   |           
|Supplies                                                                                                                                |  |                              | 161,678    |                       |   | 161,678                      |  |   | 140,868   
|Raw Materials                                                                                                                           |  |                              | 4,262,423  |                       |   | 1,788,808                    |  |   | 3,422,384 
|Work in Process                                                                                                                         |  |                              | 400,659    |                       |   | 956,745                      |  |   | 422,711   
|Finished Goods                                                                                                                          |  |                              | 10,224,305 |                       |   | 7,136,830                    |  |   | 11,503,537
|Deferred Income Tax Asset                                                                                                               |  |                              | 588,112    |                       |   | 325,584                      |  |   | 682,769   
|Income Tax Refund                                                                                                                       |  |                              |            |                       |   |                              |  |   |           
|Receivable                                                                                                                              |  |                              | 274,968    |                       |   |                              |  |   | 93,408    
|Prepaid Expenses and Other Current Assets                                                                                               |  |                              | 687,611    |                       |   | 440,636                      |  |   | 658,936   
|                                                                                                                                        |  |                              |            |                       |   |                              |  |   |           
|                                                                                                                                        |  |                              |           
|TOTAL CURRENT ASSETS                                                                                                                    |  |                              | 17,937,206 |                       |   | 13,685,850                   |  |   | 18,182,654
|                                                                                                                                        |  |                              |           
|Property, Plant and Equipment, Less Accumulated Depreciation of $17,131,413 (6/30/09), $16,820,680 (12/31/08) and $16,503,537 (6/30/08) |  |                              | 4,967,181  |                       |   | 5,191,773                    |  |   | 5,494,105 
|Deferred Charges and Other Assets                                                                                                       |  |                              | 239,073    |                       |   | 319,661                      |  |   | 416,883   
|Goodwill                                                                                                                                |  |                              | 413,280    |                       |   | 413,280                      |  |   | 413,280   
|Customer Base and Non-Compete Agreement                                                                                                 |  |                              | 880,345    |                       |   | 943,287                      |  |   | 1,006,230 
|                                                                                                                                        |  |                              |            |                       |   |                              |  |   |           
|                                                                                                                                        |  |                              |           
|TOTAL ASSETS                                                                                                                            |  | $                            | 24,437,085 |                       | $ | 20,553,851                   |  | $ | 25,513,152
|                                                                                                                                        |  |                              |            |                       |   |                              |  |   |           

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)



2



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LIABILITIES AND STOCKHOLDERS EQUITY



|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  
|------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ---------- | - | --------------------- | - | ---------- | ---------------------------- |  | - | ---------- | -
|                                                                                                             |  | AS OFJUNE 30,2009(UNAUDITED) |            |   | AS OFDECEMBER 31,2008 |   |            | AS OFJUNE 30,2008(UNAUDITED) | 
|CURRENT LIABILITIES:                                                                                         |  |                              |            |   |                       |   |            |                              |  |   |            |  
|Notes and Trade Acceptances Payable                                                                          |  | $                            | 4,897,180  |   |                       | $ | 373,538    |                              |  | $ | 4,469,775  |  
|Current Portion of Long-Term Debt                                                                            |  |                              | 448,084    |   |                       |   | 435,953    |                              |  |   | 419,934    |  
|Accounts Payable                                                                                             |  |                              | 1,529,168  |   |                       |   | 689,673    |                              |  |   | 2,785,818  |  
|Accrued Liabilities                                                                                          |  |                              | 486,031    |   |                       |   | 1,153,395  |                              |  |   | 742,095    |  
|Income Taxes Payable                                                                                         |  |                              |            |   |                       |   | 124,321    |                              |  |   |            |  
|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  
|                                                                                                             |  |                              |           
|TOTAL CURRENT LIABILITIES                                                                                    |  |                              | 7,360,463  |   |                       |   | 2,776,880  |                              |  |   | 8,417,622  |  
|                                                                                                             |  |                              |           
|LONG-TERM DEBT, NET OF CURRENT PORTION                                                                       |  |                              | 6,036      |   |                       |   | 93,236     |                              |  |   | 426,143    |  
|                                                                                                             |  |                              |           
|DEFERRED INCOME TAX LIABILITY                                                                                |  |                              | 223,891    |   |                       |   | 284,253    |                              |  |   | 297,373    |  
|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  
|                                                                                                             |  |                              |           
|TOTAL LIABILITIES                                                                                            |  |                              | 7,590,390  |   |                       |   | 3,154,369  |                              |  |   | 9,141,138  |  
|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  
|                                                                                                             |  |                              |           
|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                                                                                            |  |                              | 16,034,417 |   |                       |   | 16,587,204 |                              |  |   | 15,481,996 |  
|Unrealized Holding Loss on Securities                                                                        |  |                              | (374,524   | ) |                       |   | (374,524   | )                            |  |   | (296,784   | )
|Treasury Stock, at Cost, 63,744 Shares                                                                       |  |                              | (276,919   | ) |                       |   | (276,919   | )                            |  |   | (276,919   | )
|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  
|                                                                                                             |  |                              |           
|Total Stockholders Equity                                                                                   |  |                              | 16,846,695 |   |                       |   | 17,399,482 |                              |  |   | 16,372,014 |  
|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  
|                                                                                                             |  |                              |           
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                   |  | $                            | 24,437,085 |   |                       | $ | 20,553,851 |                              |  | $ | 25,513,152 |  
|                                                                                                             |  |                              |            |   |                       |   |            |                              |  |   |            |  

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)



3



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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)





|                                                       |  |                                    |           |   |      |   |           |  
|------------------------------------------------------ |  | ---------------------------------- | --------- | - | ---- | - | --------- | -
|                                                       |  | FOR THE THREE MONTHS ENDEDJUNE
30, |          
|                                                       |  | 2009                               |           |   | 2008 |  
|                                                       |  |                                   
|Net Sales                                              |  | $                                  | 2,156,110 |   |      | $ | 2,330,520 |  
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Costs and Expenses:                                    |  |                                    |           |   |      |   |           |  
|Cost of Goods Sold (excluding Depreciation)            |  |                                    | 1,610,436 |   |      |   | 1,768,737 |  
|Selling, General and Administrative Expense            |  |                                    | 792,175   |   |      |   | 828,971   |  
|Depreciation and Amortization                          |  |                                    | 196,964   |   |      |   | 194,396   |  
|Interest Expense                                       |  |                                    | 35,304    |   |      |   | 41,387    |  
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Total Costs and Expenses                               |  |                                    | 2,634,879 |   |      |   | 2,833,491 |  
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Loss from Operations                                   |  |                                    | (478,769  | ) |      |   | (502,971  | )
|                                                       |  |                                   
|Other Income                                           |  |                                    | 169       |   |      |   | 6,652     |  
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Loss from Operations Before Provision for Income Taxes |  |                                    | (478,600  | ) |      |   | (496,319  | )
|                                                       |  |                                   
|Provision for Income Taxes                             |  |                                    | 181,868   |   |      |   | 211,840   |  
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Net Loss                                               |  | $                                  | (296,732  | ) |      | $ | (284,479  | )
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Loss per Common Share                                  |  | $                                  | (0.57     | ) |      | $ | (0.55     | )
|                                                       |  |                                    |           |   |      |   |           |  
|                                                       |  |                                   
|Dividends paid per Common Share                        |  | $                                  | 0.05      |   |      | $ | 0.10      |  
|                                                       |  |                                    |           |   |      |   |           |  

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)



4



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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)





|                                                       |  |                                  |           |   |      |   |           |  
|------------------------------------------------------ |  | -------------------------------- | --------- | - | ---- | - | --------- | -
|                                                       |  | FOR THE SIX MONTHS ENDEDJUNE 30, |          
|                                                       |  | 2009                             |           |   | 2008 |  
|                                                       |  |                                 
|Net Sales                                              |  | $                                | 4,286,599 |   |      | $ | 5,226,886 |  
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Costs and Expenses:                                    |  |                                  |           |   |      |   |           |  
|Cost of Goods Sold (excluding Depreciation)            |  |                                  | 3,037,975 |   |      |   | 3,725,247 |  
|Selling, General and Administrative Expense            |  |                                  | 1,665,770 |   |      |   | 1,648,459 |  
|Depreciation and Amortization                          |  |                                  | 392,079   |   |      |   | 391,473   |  
|Interest Expense                                       |  |                                  | 41,700    |   |      |   | 53,438    |  
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Total Costs and Expenses                               |  |                                  | 5,137,524 |   |      |   | 5,818,617 |  
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Loss from Operations                                   |  |                                  | (850,925  | ) |      |   | (591,731  | )
|                                                       |  |                                 
|Other Income                                           |  |                                  | 1,214     |   |      |   | 26,824    |  
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Loss from Operations Before Provision for Income Taxes |  |                                  | (849,711  | ) |      |   | (564,907  | )
|                                                       |  |                                 
|Provision for Income Taxes                             |  |                                  | 322,890   |   |      |   | 211,840   |  
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Net Loss                                               |  | $                                | (526,821  | ) |      | $ | (353,067  | )
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Loss per Common Share                                  |  | $                                | (1.01     | ) |      | $ | (0.68     | )
|                                                       |  |                                  |           |   |      |   |           |  
|                                                       |  |                                 
|Dividends paid per Common Share                        |  | $                                | 0.05      |   |      | $ | 0.10      |  
|                                                       |  |                                  |           |   |      |   |           |  

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)



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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)





|                                                                            |  |                                  |            |   |      |   |            |  
|--------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                            |  | FOR THE SIX MONTHS ENDEDJUNE 30, |           
|                                                                            |  | 2009                             |            |   | 2008 |  
|                                                                            |  |                                 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                  |            |   |      |   |            |  
|Net Loss                                                                    |  | $                                | (526,821   | ) |      | $ | (353,067   | )
|Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |  |                                  |            |   |      |   |            |  
|Depreciation and Amortization                                               |  |                                  | 392,079    |   |      |   | 391,473    |  
|Provision for Deferred Income Taxes                                         |  |                                  | (322,890   | ) |      |   |            |  
|Decrease (Increase) in:                                                     |  |                                  |            |   |      |   |            |  
|Accounts Receivable                                                         |  |                                  | (502,941   | ) |      |   | 536,001    |  
|Inventories                                                                 |  |                                  | (5,005,003 | ) |      |   | (7,911,494 | )
|Deferred Income Tax Asset                                                   |  |                                  | (246,974   | ) |      |   | (211,840   | )
|Other Assets                                                                |  |                                  | 62,185     |   |      |   | (188,732   | )
|Income Tax Receivable                                                       |  |                                  | (274,968   | ) |      |   | (93,407    | )
|Increase (Decrease) in:                                                     |  |                                  |            |   |      |   |            |  
|Accounts Payable                                                            |  |                                  | 839,493    |   |      |   | 2,038,916  |  
|Accrued Expense                                                             |  |                                  | (667,365   | ) |      |   | (1,012,296 | )
|Income Tax Payable                                                          |  |                                  | (124,321   | ) |      |   | (247,112   | )
|                                                                            |  |                                  |            |   |      |   |            |  
|                                                                            |  |                                 
|Net Cash Used in Operating Activities                                       |  |                                  | (6,377,526 | ) |      |   | (7,051,558 | )
|                                                                            |  |                                  |            |   |      |   |            |  
|                                                                            |  |                                 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                                  |            |   |      |   |            |  
|Purchase of Property and Equipment                                          |  |                                  | (86,138    | ) |      |   | (294,525   | )
|                                                                            |  |                                  |            |   |      |   |            |  
|                                                                            |  |                                 
|Net Cash Used in Investing Activities                                       |  |                                  | (86,138    | ) |      |   | (294,525   | )
|                                                                            |  |                                  |            |   |      |   |            |  
|                                                                            |  |                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                  |            |   |      |   |            |  
|Net Proceeds of Short-Term Debt                                             |  |                                  | 4,523,642  |   |      |   | 4,315,286  |  
|Principal Payments of Long-Term Debt                                        |  |                                  | (75,069    | ) |      |   | (92,226    | )
|Dividends Paid                                                              |  |                                  | (25,968    | ) |      |   | (51,935    | )
|                                                                            |  |                                  |            |   |      |   |            |  
|                                                                            |  |                                 
|Net Cash Provided by Financing Activities                                   |  |                                  | 4,422,605  |   |      |   | 4,171,125  |  
|                                                                            |  |                                  |            |   |      |   |            |  
|                                                                            |  |                                 
|Net Decrease in Cash                                                        |  |                                  | (2,041,059 | ) |      |   | (3,174,958 | )

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)



6



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|                                    |  |   |           |  |   |          
|----------------------------------- |  | - | --------- |  | - | ---------
|CASH AT BEGINNING OF PERIOD         |  |   | 2,045,796 |  |   | 3,193,207
|                                    |  |   |           |  |   |          
|                                    |  |  
|CASH AT END OF PERIOD               |  | $ | 4,737     |  | $ | 18,249   
|                                    |  |   |           |  |   |          
|                                    |  |  
|SUPPLEMENTAL CASH FLOW INFORMATION: |  |   |           |  |   |          
|Cash paid for:                      |  |   |           |  |   |          
|Interest                            |  | $ | 33,450    |  | $ | 42,438   
|Income Tax                          |  |   | 430,581   |  |   | 340,520  
|                                    |  |   |           |  |   |          
|                                    |  |  
|Net Supplemental Cash Flows         |  | $ | 464,031   |  | $ | 382,958  
|                                    |  |   |           |  |   |          

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)



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PARADISE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Note 1    Basis of
Presentation

The accompanying unaudited consolidated financial statements of Paradise, Inc. (the Company) have been prepared by the
Company in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for annual financial statements.

The information furnished herein reflects all adjustments
and accruals that management believes is necessary to fairly state the operating results for the respective periods. The notes to the financial statements should be read in conjunction with the notes to the consolidated financial statements
contained in the Companys Form 10-K for the year ended December 31, 2008. The Companys management believes that the disclosures are sufficient for interim financial reporting purposes.

Note 2    Net Loss per Share

Net loss per share,
assuming no dilution, are based on the weighted average number of shares outstanding during the period: 519,350 (2009 and 2008).

Note
3    Revolving Line of Credit Agreement

On June 23, 2009, Paradise, Inc. renewed its revolving line of credit with another
financial institution for a two year period. This bank has agreed to advance Paradise, Inc. 80% of the Companys eligible receivables and up to 60% of the Companys inventory for a maximum amount of $12,000,000. Interest is payable monthly
and is computed from a daily floating rate equal to the Libor rate plus an applicable margin.

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 and other financial covenants. The loan agreement is secured by all of the Companys assets, whether tangible or intangible.



8



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Note 4    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                                                                                                                                                                                                                                                                                                                                
|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.                                                                                                                                                                                                                              



|                                |  |                              |           |                            |   |                              |  |   |          
|------------------------------- |  | ---------------------------- | --------- | -------------------------- | - | ---------------------------- |  | - | ---------
|                                |  | Six Months EndedJune 30,2009 |           | Year EndedDecember 31,2008 |   | Six Months EndedJune 30,2008
|                                |  |                              |          
|Net Sales in Each Segment       |  |                              |           |                            |   |                              |  |   |          
|                                |  |                              |          
|Fruit:                          |  |                              |           |                            |   |                              |  |   |          
|Sales to Unaffiliated Customers |  | $                            | 858,891   |                            | $ | 17,498,939                   |  | $ | 1,187,480
|                                |  |                              |          
|Molded Plastics:                |  |                              |           |                            |   |                              |  |   |          
|Sales to Unaffiliated Customers |  |                              | 3,427,708 |                            |   | 8,116,506                    |  |   | 4,039,406
|                                |  |                              |           |                            |   |                              |  |   |          
|                                |  |                              |          
|Net Sales                       |  | $                            | 4,286,599 |                            | $ | 25,615,445                   |  | $ | 5,226,886
|                                |  |                              |           |                            |   |                              |  |   |          

For the six month period ended June 30, 2009 and 2008, sales of frozen strawberry products totaled $268,617
and $332,944 respectively. Sales of frozen strawberry products for the year ended December 31, 2008 totaled $332,944.

The Company does not account
for intersegment transfers as if the transfers were to third parties.

The Company does not prepare operating profit or loss information on a segment basis
for internal use, until the end of each year. Due to the seasonal nature of the fruit segment, management believes that it is not practical to prepare this information for interim reporting purposes. Therefore, reporting is not required by generally
accepted accounting principles.



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##### Table of Contents

|                                                     |  |              |            |                  |   |              |  |   |           
|---------------------------------------------------- |  | ------------ | ---------- | ---------------- | - | ------------ |  | - | ----------
|                                                     |  | June 30,2009 |            | December 31,2008 |   | June 30,2008
|                                                     |  |              |           
|Identifiable Assets of Each Segment are Listed Below |  |              |            |                  |   |              |  |   |           
|                                                     |  |              |           
|Fruit                                                |  | $            | 16,216,861 |                  | $ | 10,776,684   |  | $ | 16,592,769
|                                                     |  |              |           
|Molded Plastics                                      |  |              | 5,698,688  |                  |   | 5,734,874    |  |   | 6,297,833 
|                                                     |  |              |            |                  |   |              |  |   |           
|                                                     |  |              |           
|Identifiable Assets                                  |  |              | 21,915,549 |                  |   | 16,511,558   |  |   | 22,890,602
|                                                     |  |              |           
|General Corporate Assets                             |  |              | 2,521,536  |                  |   | 4,042,293    |  |   | 2,622,550 
|                                                     |  |              |            |                  |   |              |  |   |           
|                                                     |  |              |           
|Total Assets                                         |  | $            | 24,437,085 |                  | $ | 20,553,851   |  | $ | 25,513,152
|                                                     |  |              |            |                  |   |              |  |   |           

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.

Note 5    Subsequent Event

The Company has evaluated events and transactions for potential recognition or disclosure in the financial statements through August 14, 2009, the date of issuance
of these financial statements.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-Looking Statements

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

Overview

Paradise, Inc.s main business segment, glace
fruit, a prime ingredient of fruitcakes and other holiday confections, represented 68.3% of total net sales during 2008. These products are sold to manufacturing bakers, institutional users, supermarkets and other retailers throughout the country.
Consumer demand for glace fruit product is traditionally strongest during the Thanksgiving and Christmas season. Historically, 80% of glace fruit product sales are recorded from the eight to ten weeks beginning in mid September of each
year.

Since the majority of the Companys customers require delivery of glace fruit products during this relatively short period of time,
Paradise, Inc. must operate at consistent levels of production from as early as January through the middle of November of each year in order to meet peak demands. Furthermore, the Company must make substantial borrowings of short-term working
capital to cover the cost of raw materials, factory overhead and labor expense associated with production for inventory. This combination of building and financing inventories during the year, without the opportunity to record any significant fruit
segment income, results in the recognition of operating losses well into the third quarter of each year. Therefore, it is the opinion of management that meaningful forecasts of annual net sales or profit requires an accounting of a full years
operations.



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##### Table of Contents

In addition, comparison of current quarterly results to the preceding quarter produces an incomplete picture on the
Companys performance due to year-to-year changes in production schedules, seasonal harvests and availability of raw materials, and in the timing of customer orders and shipments. Therefore, the discussion of information presented within this
report is focused on the review of the Companys current year-to-date results as compared to the similar period last year.

Paradise, Inc.s
other business segment, Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., produces custom molding products that are not subject to the seasonality of the glace fruit business. This segment represents all injection molding
and thermoforming operations, including the packaging for the Companys fruit products. Only sales to unaffiliated customers are reported.

The
First Six Months

Paradise, Inc.s fruit segment net sales, which are highly seasonal, decreased $328,589 or 27.7% for the first six months of 2009
compared to the similar reporting period of 2008. This decrease is primarily due to the reduction in customer orders processed for bulk fruit and various frozen strawberry products during the first six months of 2009 due to lessen demand brought
upon by the continued downturn in the economy. Historically, during the first six months of the year, the majority of fruit segment net sales are related to the shipment of bulk fruit sales leading up and through the Easter holiday season.

Paradise Plastics, Inc.s net sales to unaffiliated customers, during the first six months of 2009 declined $611,698 or 15.1% compared with the
similar reporting period for 2008. This decrease is primarily caused by the downturn in the housing industry as existing customers directly related to this market have scaled back their level of inventory over the past year. Furthermore, Paradise
Plastics, Inc.s customers in other industries have also reduced their level of orders as demand for all types of custom molding products has slowed during the first six months of 2009 compared to 2008.

As a result of the decrease in net sales activity disclosed above and along with the uncertainty regarding the timing of an economic recovery, Paradise, Inc.s
Board of Directors implemented the following cost cutting actions effective as of May 1, 2009. Executive salaries were reduced 15%. Salary employees weekly paychecks were reduced 10% and the 4% merit increase awarded to all hourly paid
employees as of January 1, 2009 was rescinded. In addition, management terminated or eliminated 15 full-time positions during the month of May, 2009. The Company anticipates the direct financial impact of these actions will result in savings in
excess of $550,000 for the remainder of 2009.

Consolidated cost of sales, as a percentage of net sales, remained consistent during the first six months of
2009 compared to the similar reporting of 2008. However, with more than 80% of the Companys estimated needs for glace fruit inventory yet to be completed as of June 30, 2009, it is too early to forecast what impact fluctuating
energy prices will have on cost of sales for a full year.



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##### Table of Contents

The First Six Months (Continued)

Selling, general & administrative expenses for the first six months of 2009 increased $17,311 or 1.1% compared to the previous years reporting period of 2008 as increases in expenses associated with
professional fees for computer support and repairs have been offset by reductions in outlays for advertising and other selling expenses.

Depreciation and
amortization expenses increased less than 1.0% for the first six months of 2009 compared to the similar reporting period of 2008 as fixed assets that became fully depreciated during the past twelve months approximated the amount of new assets placed
into service.

Interest expense for the six months ended June 30, 2009 totaled $41,700 compared to $53,438 for the six months ended June 30,
2008. This represents a decrease of $11,738 or 22.0% as Paradise, Inc. continues to benefit from decreases in the rate of interest charged by the Companys primary lender on its revolving line of credit.

Summary

Paradise Inc.s consolidated net sales decreased 18.0%
for the first six months of 2009 compared to the similar reporting period of 2008 as customer orders for various glace fruit and custom molding products have declined in line with the downturn in economic activity during the past year.

However, with more than 80% of Paradise, Inc.s anticipated fruit segment net sales scheduled to begin in mid September of this year, no meaningful
financial analysis can be ascertained from Paradise, Inc.s interim reporting results. As stated in all previous interim filings, only a full years accounting will provide the necessary information to determine the Companys
financial performance.



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##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE AND MARKET RISK  N/A
|------- | -------------------------------------------------------------



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

As of June 30, 2009,
our President and Chief Executive Officer and Chief Financial Officer evaluated the Companys disclosure controls and procedures, and they concluded that we maintain effective disclosure controls and procedures. There were no changes in our
internal control over financial reporting during the quarter ended June 30, 2009.

Disclosure controls and procedures mean the methods
designed to ensure that information that the Company is required to disclose in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required. Our controls and
procedures are designed to ensure that all information required to be disclosed is accumulated and communicated to our management to allow timely decisions regarding disclosure. Our controls and procedures are also designed to provide reasonable
assurance of the reliability of our financial reporting and accurate recording of our financial transactions.

A control system, however
well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. There are inherent limitations in all control systems, and no evaluation of controls can provide absolute
assurance that all control gaps or instances of fraud have been detected. These inherent limitations include the realities that the judgments in decision-making can be faulty, and that simple errors or mistakes can occur.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings  N/A
|------- | -----------------------



|Item 1A. | Risk Factors  N/A
|-------- | ------------------



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds  N/A
|------- | -----------------------------------------------------------------



|Item 3. | Defaults Upon Senior Securities  N/A
|------- | -------------------------------------



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



|                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The annual meeting of the shareholders of Paradise, Inc. was held on May 26, 2009. The purpose of this meeting was to elect five directors to hold office until the next annual meeting of
shareholders and to ratify the reappointment of Pender, Newkirk and Company, LLP as the Companys independent certified public accountants for 2009.



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##### Table of Contents

The results of the election of Directors are as follows:



|                 |  |           |  |               
|---------------- |  | --------- |  | --------------
|Nominee          |  | Votes for |  | Votes Withheld
|                 |  |          
|Melvin S. Gordon |  | 440,989   |  | 32,655        
|Randy S. Gordon  |  | 394,063   |  | 79,581        
|Tracy W. Schulis |  | 394,063   |  | 79,581        
|Mark H. Gordon   |  | 394,063   |  | 79,581        
|Eugene L. Weiner |  | 394,063   |  | 79,581        

The results of the ratification of Pender, Newkirk & Company, LLP as the Companys
independent accountants for 2009 are as follows:



|        |  |         |  |        
|------- |  | ------- |  | -------
|For     |  | Against |  | Abstain
|        |  |        
|447,434 |  | 26,130  |  | 80     



|Item 5. | Other Information  N/A
|------- | -----------------------



|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

(a) Exhibits.



|              |  |                                                                                                       
|------------- |  | ------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                           
|              | 
|31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|              | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

None.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                                      |  |  |  |                      
|------------------------------------- |  |  |  | ---------------------
|PARADISE, INC.                        |  |  |  |                      
|A Florida Corporation                 |  |  |  |                      
|                                      |  | 
|/s/ Melvin S. Gordon                  |  |  |  | Date: August 14, 2009
|Melvin S. Gordon                      |  |  |  |                      
|Chief Executive Officer and Chairman  |  |  |  |                      
|                                      |  | 
|/s/ Jack M. Laskowitz                 |  |  |  | Date: August 14, 2009
|Jack M. Laskowitz                     |  |  |  |                      
|Chief Financial Officer and Treasurer |  |  |  |                      



16