FORM 10 - QSB/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) Quarterly report pursuant to section 13 or 15(d) of the Securities Act of 1934. For the quarterly period ended June 30, 2005 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 --- ---. The number of shares outstanding of each of the issuer's classes of common Stock: Class Outstanding as of June 30, ----- --------------------------- 2005 2004 ---- ---- Common Stock $0.30 Par Value 519,350 Shares 519,350 Shares PARADISE, INC. COMMISSION FILE NO. 0-3026 PART I. FINANCIAL INFORMATION Item 1. Financial Statements PARADISE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) --------------------------------- AS OF JUNE 30, --------------- 2005 2004 ---- ---- ASSETS ------ CURRENT ASSETS: Cash and Unrestricted Demand Deposits $ 26,218 $ 18,592 Accounts and Notes Receivable, Less Allowances of $-0- (2005 and 2004) 1,290,039 1,243,541 Inventories: Raw Materials 2,848,917 2,689,997 Work in Process 412,916 551,029 Finished Goods 9,561,342 10,255,014 Deferred Income Tax Asset 277,970 305,983 Income Tax Refund Receivable 365,485 453,470 Prepaid Expenses and Other Current Assets 650,223 791,680 ---------- ---------- TOTAL CURRENT ASSETS 15,433,110 16,309,306 Property, Plant and Equipment, Less Accumulated Depreciation of $14,295,866 (2005) and $13,555,922 (2004) 5,786,164 5,646,604 Deferred Charges and Other Assets 408,929 655,778 Goodwill 413,280 403,844 Intangible Asset - Net 82,000 123,000 ---------- ---------- TOTAL ASSETS $ 22,123,483 $ 23,138,532 ========== ========== AS OF JUNE 30, -------------- 2005 2004 ---- ---- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Notes and Trade Acceptances Payable $ 1,828,324 $ 2,673,840 Current Portion of Long-Term Debt 255,459 252,497 Accounts Payable 3,250,546 2,644,741 Accrued Liabilities 833,871 1,132,629 Income Tax Payable 18,271 ---------- ---------- Total Current Liabilities 6,168,200 6,721,978 LONG-TERM DEBT, NET OF CURRENT PORTION 757,171 1,151,946 DEFERRED INCOME TAX LIABILITY 536,548 494,273 ---------- ---------- Total Liabilities 7,461,919 8,368,197 ---------- ---------- STOCKHOLDERS' EQUITY: Common Stock: $.30 Par Value, 2,000,000 Shares Authorized, 583,094 Shares Issued, 519,350 Shares Outstanding 174,928 174,928 Capital in Excess of Par Value 1,288,793 1,288,793 Retained Earnings 13,529,101 13,645,492 Unrealized Holding Gain (Loss) on Securities ( 54,339 ) ( 61,959 ) Treasury Stock, at Cost, 63,744 Shares ( 276,919 ) ( 276,919 ) ---------- ---------- Total Stockholders' Equity 14,661,564 14,770,335 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,123,483 $ 23,138,532 ========== ========== See Accompanying Notes to these Consolidated Financial Statements (Unaudited). PARADISE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ----------------------------------- FOR THE THREE MONTHS ENDED -------------------------- JUNE 30 ------- 2005 2004 ---- ---- Net Sales $ 2,652,283 $ 2,077,380 --------- --------- Costs and Expenses: Cost of Goods Sold (excluding Depreciation) 1,652,306 933,649 Selling, General and Administrative Expense 973,627 863,895 Depreciation and Amortization 210,718 200,774 Interest Expense 14,913 18,719 --------- --------- Total Costs and Expenses 2,851,564 2,017,037 --------- --------- Income (Loss) from Operations ( 199,281 ) 60,343 Other Income 5,771 1,856 --------- --------- Income (Loss) from Operations Before Provision for Income Taxes ( 193,510 ) 62,199 Provision for Income Taxes 0 0 --------- --------- Net Income (Loss) $( 193,510 ) $ 62,199 ========= ========= Net Income (Loss) per Common Share $( .37 ) $ 0.12 ==== ==== See Accompanying Notes to these Consolidated Financial Statements (Unaudited). PARADISE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ----------------------------------- FOR THE SIX MONTHS ENDED ------------------------ JUNE 30 ------- 2005 2004 ---- ---- Net Sales $ 5,102,183 $ 3,967,206 --------- --------- Costs and Expenses: Cost of Goods Sold (excluding Depreciation) 3,623,576 2,484,865 Selling, General and Administrative Expense 1,755,726 1,640,817 Depreciation and Amortization 428,313 390,741 Interest Expense 28,272 29,596 --------- --------- Total Costs and Expenses 5,835,887 4,546,019 --------- --------- Loss from Operations ( 733,704 ) ( 578,813 ) Other Income 15,563 4,199 --------- --------- Loss from Operations Before Provision for Income Taxes ( 718,141 ) ( 574,614 ) Provision for Income Taxes 0 0 --------- --------- Net Loss $( 718,141 ) $( 574,614 ) ========= ========= Net Loss per Common Share $( 1.38 ) $( 1.11 ) ==== ==== See Accompanying Notes to these Consolidated Financial Statements (Unaudited). PARADISE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) --------------------------------------- FOR THE SIX MONTHS ENDED ------------------------ JUNE 30, -------- 2005 2004 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $( 718,141 ) $( 574,614 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation and Amortization 428,313 390,741 Decrease (Increase) in: Accounts Receivable 370,172 531,440 Inventories ( 7,319,921 ) ( 6,933,962 ) Prepaid Expenses ( 197,928 ) ( 353,631 ) Other Assets 250,096 ( 8,812 ) Increase (Decrease) in: Accounts Payable 3,032,816 2,203,335 Accrued Expense ( 301,863 ) ( 363,407 ) --------- --------- Net Cash Used in Operating Activities ( 4,456,456 ) ( 5,108,910 ) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Property and Equipment ( 460,590 ) ( 200,693 ) Cash Paid for Investment in Subsidiary ( 731,481 ) --------- --------- Net Cash Used in Investing Activities ( 460,590 ) ( 932,174 ) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Issuance of Long-Term Debt 800,000 Net Proceeds (Repayments) of Short-Term Debt 1,783,108 2,399,435 Principal Payments of Long-Term Debt ( 46,720 ) ( 127,518 ) Dividends Paid ( 51,935 ) ( 103,870 ) Loan Cost Payments ( 18,970 ) --------- --------- Net Cash Provided by Financing Activities 1,684,453 2,949,077 --------- --------- Net Decrease in Cash ( 3,232,593 ) ( 3,092,007 ) CASH AT BEGINNING OF PERIOD 3,258,811 3,110,599 --------- --------- CASH AT END OF PERIOD $ 26,218 $ 18,592 ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for: Interest $ 28,272 $ 29,596 ========= ========= SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Long-Term Debt Assumed or Issued for: Covenant Not to Compete $ $ 123,000 ========= ========= See Accompanying Notes to these Consolidated Financial Statements (Unaudited). PARADISE, INC. AND SUBSIDIARIES CONSOLIDATED NOTES TO 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-KSB for the year ended December 31, 2004. The Company's management believes that the disclosures are sufficient for interim financial reporting purposes. Note 2 Report Amendment ---------------------------- This report is being amended to include officer certifications that were omitted from the original report. The wording in Item 3, Controls and Procedures, has been changed from "within 90 days of the filing date of this quarterly report" to "at the end of the period of this quarterly report". Note 3 Net Income (Loss) per Share -------------------------------------- Net income (loss) per share, assuming no dilution, are based on the weighted average number of shares outstanding during the period: 519,350 (2005 and 2004). 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 ---------------- --------- Candied Fruit Production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking. Also, 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 Six Months Ended Ended June 30, 2005 June 30, 2004 ------------- ------------- Net Sales in Each Segment ------------------------- Candied Fruit: Sales to Unaffiliated Customers $ 777,345 $ 853,504 Molded Plastics: Sales to Unaffiliated Customers 4,324,838 3,113,702 --------- --------- Net Sales $ 5,102,183 $ 3,967,206 ========= ========= For the six month period ended June 30, 2005 and 2004, sales of frozen strawberry products totaled $108,352 and $240,380, respectively. 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. Six Months Six Months Ended Ended June 30, 2005 June 30, 2004 ------------- ------------- Identifiable Assets of Each Segment are Listed Below --------------------------- Candied Fruit $ 13,358,955 $ 14,896,498 Molded Plastics 5,716,578 4,739,737 ---------- ---------- Identifiable Assets 19,075,533 19,636,235 General Corporate Assets 3,047,950 3,502,297 ---------- ---------- Total Assets $ 22,123,483 $ 23,138,532 ========== ========== 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 Business Combination --------------------------------- On May 13, 2004, the Company acquired 100 percent of the outstanding shares of Mastercraft Products Corporation, for a total cost of $887,081. The results of Mastercraft Products Corporation operations have been included in the consolidated financial statements since April 1, 2004. Mastercraft Products Corporation manufactures and sells custom plastic and related products. The acquisition was made to increase the Company's customer base and add new products to the Company's existing line of plastics goods. The source of funds for the acquisition was a combination of the Company's available cash and loan proceeds of $800,000. The following (unaudited) pro forma consolidated results of operations have been prepared as if the acquisition of Mastercraft Products Corporation had occurred at January 1, 2004: Three Months Ended June 30, 2004 ------------- Net Sales $ 2,077,380 Net Income 62,199 Net Income per Share - Basic 0.12 Net Income per Share - Diluted 0.12 Six Months Ended June 30, 2004 ------------- Net Sales $ 4,263,784 Net Loss ( 557,413 ) Net Loss per Share - Basic ( 1.07 ) Net Loss per Share - Diluted ( 1.07 ) 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------------------------------ Overview -------- The Company's core business, glace' (candied) fruit, which accounted for approximately 70% of total annual net sales during 2004, is highly seasonal. That is because the products are utilized primarily as ingredients for fruitcakes and other winter holiday confections, and nearly 85% of the annual shipments in that segment of business are made during an eight to ten week period, beginning in early September. However, in order to make timely deliveries during this period of peak demand, Paradise, Inc. must manufacture, package and store products throughout the year, building large inventories, and accruing expenses against which there is little offsetting income. The recording of substantial losses is common well into the fourth quarter, even during the most profitable years. Therefore, it is the opinion of management that only a full year's financial reporting will yield a meaningful measure of the Company's performance. Manufacturing activity varies greatly from quarter to quarter and from year to year, depending on seasonal harvests and availability of raw materials, anticipated orders and other factors. A comparison of the current quarter with that immediately preceding or the similar quarter during the past year yields little useful information, so "Management's Discussion" is confined to data from the current year-to-date as compared to the like period during the preceding year. The Company's other business segment, Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., producing custom molding products, does not have the extreme seasonal variations as experienced in the fruit segment. This segment initially developed to provide in-house packaging capabilities for the sale of glace' (candied) fruit products, represented 30% of the Company's total consolidated annual net sales to unaffiliated customers during the past year. The First Six Months -------------------- Paradise Plastics, Inc.'s net sales, to unaffiliated customers, increased 39% for the first six months of 2005 compared to the similar period of 2004. This increase includes $691,048 in net sales from Mastercraft Products Corporation compared to $240,727 recorded in the prior year's six month report. As mentioned in a previous filing, Paradise, Inc. acquired 100% of the outstanding shares of Mastercraft Products Corporation on May 13, 2004. This Central Florida based thermoformer sells plastics products to clients in the food, medical and high-tech industries throughout the Southeastern United States. Growth in this business segment has been related to the consistent ability to provide high-tech engineered plastics products for its customers. The First Six Months (Continued) ------------------------------- Paradise, Inc.'s fruit segment net sales, which are highly seasonal, decreased by 8.9% for the first six months of 2005 compared to the similar period of 2004. Weather conditions surrounding the spring harvest season for strawberries, delayed and then limited the availability of frozen strawberry products processed on behalf of a Central Florida distributor. However, with less than 5% of anticipated fruit segment net sales recorded to date, no reasonable trend in sales activity can be determined at this time. Cost of sales, as a percentage of net sales, increased 8.4% compared to the prior year's reporting period. Price increases absorbed from the Company's suppliers of plastics raw materials, caused in part by rising fuel cost has contributed to this increase. In addition, part-time labor expense, which is highest during the glace' fruit production period of May through November, has increase slightly, as the State of Florida increased minimum wage, effective May 2, 2005. Selling expenses increased 17% for the first six months of 2005 compared to the similar period of 2004 based upon the following events. First, the Company negotiated a settlement with a national food brokerage firm to resolve a dispute regarding certain marketing expenses incurred on behalf of Paradise, Inc. Secondly, due to changes in market conditions and along with competitive price alternatives for the procurement of raw fruit products, Paradise, Inc.terminated its minority interest in the Company's Mexican based supplier of pineapple. Finally, Paradise, Inc. incurred selling expenses with the Company's decision to terminate a joint marketing agreement with a West Coast distributor of frozen strawberry products. Expenses associated with these events totaled $129,636. This amount was charged to operations during the second quarter of 2005. No additional expenses regarding these events are anticipated in the future. General and administrative expenses increased 2.4% for the first six months of 2005 compared to previous year's reporting period. Despite several administrative employee retirements over the past year, increases in pension plan contributions along with the premiums paid related to the employer's share of health insurance have reduced the savings achieved in this category. Depreciation and amortization expenses increased 9.6% for the first six months of 2005 compared to the similar period of 2004 as the Company placed more than $425,000 in Plastics thermoforming equipment into operations during the second half of 2004. Interest expense decreased slightly over the previous year's six month reporting period as improved cash flow from Paradise Plastics, Inc. offset increases in the rate of interest charged by the Company's primary lender on its revolving short-term working capital loan. Summary ------- Paradise, Inc.'s consolidated net sales, increased 29% for the first six months of 2005 compared to the similar period of 2004. However, with an 8.4% increase in the cost of sales, combined with a one-time charge of $129,636 to terminate several vendor agreements, Paradise, Inc.'s net operating loss for the first six months of 2005 increased by $143,527 compared to the similar period of 2004. Finally, with less than 25% of consolidated net sales activity generated to date, management can not make any reasonable forecast as to the Company's year end profit. Only a full year's accounting will yield any meaningful results as to the Company's overall performance and profitability. Item 3. Controls and Procedures -------------------------------- The Company's Chief Executive Officer and Chief Financial Officer have, at the end of the period of this quarterly report, evaluated the Company's disclosure controls and procedures. 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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms. There were no changes in the Company's internal controls or in other factors that could 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 deficiencies or material weaknesses in the Company's internal controls were identified, therefore, no corrective actions were taken. PART II. OTHER INFORMATION --------------------------- Item 1. Legal Proceedings - N/A Item 2. Changes in Securities - 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, 2005. The purpose of the meeting was to elect five directors to hold office until the next annual meeting of shareholders and to ratify the reappointment of Bella, Hermida, Gillman, Hancock & Mueller as the Company's independent certified public accountants for 2005. The following is the results of the election of Directors: Nominee Votes For Votes Withheld ------- --------- -------------- Melvin S. Gordon 440,906 35,152 Randy S. Gordon 440,906 35,152 Tracy W. Schulis 440,906 35,152 Mark H. Gordon 440,906 35,152 Eugene L. Weiner 415,906 60,927 The following is the results of the ratification of Bella, Hermida, Gillman, Hancock & Mueller as the Company's independent accountants for 2005: For Against Abstain ----- ------- ------- 448,803 1,400 25,855 Item 5. Other Information - N/A Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit Number 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. 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 16, 2005 ----------------------------- Melvin S. Gordon Chief Executive Officer and Chairman /s/ Jack M. Laskowitz Date: August 16, 2005 -------------------------------- Jack M. Laskowitz Chief Financial Officer and Treasurer Exhibit 31.1 Sarbanes-Oxley Section 302 Certification of Chief Executive Officer ---------------------------------------- I, Melvin S. Gordon, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Paradise, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 13, 2005 /s/ Melvin S. Gordon ------------------------------- Melvin S. Gordon Chief Executive Officer and Chairman Exhibit 31.2 Sarbanes-Oxley Section 302 Certification of Chief Financial Officer ---------------------------------------- I, Jack M. Laskowitz, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Paradise, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 13, 2005 /s/ Jack M. Laskowitz ----------------------------------- Jack M. Laskowitz Chief Financial Officer and Treasurer Exhibit 32.1 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 --------------------------------------------- In connection with the Quarterly Report of Paradise, Inc. on Form 10-QSB for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Melvin S. Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that, to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Paradise, Inc. /s/ Melvin S. Gordon Date: August 13, 2005 ----------------------------- Melvin S. Gordon Chief Executive Officer and Chairman Exhibit 32.2 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 --------------------------------------------- In connection with the Quarterly Report of Paradise, Inc. on Form 10-QSB for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jack M. Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Paradise, Inc. /s/ Jack M. Laskowitz Date: August 13, 2005 ----------------------------- Jack M. Laskowitz Chief Financial Officer and Treasurer