FORM 10 - QSB
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, 2006
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,
----- ---------------------------
2006 2005
---- ----
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,
---------------
2006 2005
---- ----
ASSETS
------
CURRENT ASSETS:
Cash and Unrestricted
Demand Deposits $ 21,319 $ 26,218
Accounts and Notes
Receivable, Less
Allowances of $-0-
(2006 and 2005) 1,189,760 1,290,039
Inventories:
Raw Materials 4,410,421 2,848,917
Work in Process 341,485 412,916
Finished Goods 8,640,902 9,561,342
Deferred Income Tax Asset 175,932 277,970
Income Tax Refund
Receivable 29,653 365,485
Prepaid Expenses and Other
Current Assets 717,527 650,223
---------- ----------
TOTAL CURRENT ASSETS 15,526,999 15,433,110
Property, Plant and Equipment,
Less Accumulated Depreciation
of $15,098,103 (2006) and
$14,295,866 (2005) 6,256,501 5,786,164
Deferred Charges and Other
Assets 395,929 408,929
Goodwill 413,280 413,280
Intangible Assets - Net 1,299,000 82,000
---------- ----------
TOTAL ASSETS $ 23,891,709 $ 22,123,483
========== ==========
AS OF JUNE 30,
--------------
2006 2005
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes and Trade Acceptances
Payable $ 2,977,064 $ 1,828,324
Current Portion of Long-Term
Debt 200,268 255,459
Accounts Payable 2,594,017 3,250,546
Accrued Liabilities 996,860 833,871
---------- ----------
Total Current Liabilities 6,768,209 6,168,200
LONG-TERM DEBT, NET OF CURRENT
PORTION 1,372,540 757,171
DEFERRED INCOME TAX LIABILITY 431,784 536,548
---------- ----------
Total Liabilities 8,572,534 7,461,919
---------- ----------
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 14,170,511 13,529,101
Unrealized Holding Gain (Loss)
on Securities ( 38,138 ) ( 54,339 )
Treasury Stock, at Cost,
63,744 Shares ( 276,919 ) ( 276,919 )
---------- ----------
Total Stockholders' Equity 15,319,716 14,661,564
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 23,891,709 $ 22,123,483
========== ==========
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
-------
2006 2005
---- ----
Net Sales $ 2,372,321 $ 2,718,856
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 1,334,074 1,652,306
Selling, General and
Administrative Expense 925,642 1,040,200
Depreciation and Amortization 219,315 210,718
Interest Expense 25,824 14,913
--------- ---------
Total Costs and Expenses 2,504,855 2,918,137
--------- ---------
Loss from Operations ( 132,534 ) ( 199,281 )
Other Income 10,708 5,771
--------- ---------
Loss from Operations Before
Provision for Income Taxes ( 121,826 ) ( 193,510 )
Provision for Income Taxes 0 0
--------- ---------
Net Loss $( 121,826 ) $( 193,510 )
========= =========
Net Loss per Common Share $( 0.23 ) $( 0.37 )
==== ====
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
-------
2006 2005
---- ----
Net Sales $ 5,036,940 $ 5,168,756
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 3,439,399 3,623,576
Selling, General and
Administrative Expense 1,796,219 1,822,299
Depreciation and Amortization 428,411 428,313
Interest Expense 39,177 28,272
--------- ---------
Total Costs and Expenses 5,703,206 5,902,460
--------- ---------
Loss from Operations ( 666,266 ) ( 733,704 )
Other Income 37,733 15,563
--------- ---------
Loss from Operations Before
Provision for Income Taxes ( 628,533 ) ( 718,141 )
Provision for Income Taxes 0 0
--------- ---------
Net Loss $( 628,533 ) $( 718,141 )
========= =========
Net Loss per Common Share $( 1.21 ) $( 1.38 )
==== ====
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,
--------
2006 2005
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $( 628,533 ) $( 718,141 )
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Depreciation and Amortization 428,411 428,313
Decrease (Increase) in:
Accounts Receivable 895,273 370,172
Inventories ( 7,315,395 ) ( 7,319,921 )
Prepaid Expenses ( 390,869 ) ( 197,928 )
Other Assets 29,078 250,096
Income Tax Receivable ( 29,653 )
Increase (Decrease) in:
Accounts Payable 2,023,473 3,032,816
Accrued Expense ( 711,877 ) ( 301,863 )
--------- ---------
Net Cash Used in
Operating Activities ( 5,700,091 ) ( 4,456,456 )
--------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Property and
Equipment ( 694,960 ) ( 460,590 )
Cash Paid in Connection with
Acquisition of Customer Base
and Non-Compete Agreement
with Unrelated Entity ( 425,000 )
--------- ---------
Net Cash Used in
Investing Activities ( 1,119,960 ) ( 460,590 )
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds (Repayments) of
Short-Term Debt 2,966,279 1,783,108
Principal Payments of Long-Term
Debt ( 116,890 ) ( 46,720 )
Dividends Paid ( 77,903 ) ( 51,935 )
--------- ---------
Net Cash Provided by
Financing Activities 2,771,486 1,684,453
--------- ---------
Net Decrease in Cash ( 4,048,565 ) ( 3,232,593 )
CASH AT BEGINNING OF PERIOD 4,069,884 3,258,811
--------- ---------
CASH AT END OF PERIOD $( 21,319 ) $ 26,218
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 39,177 $ 28,272
Income Tax 320,000
--------- ---------
Net Supplemental Cash Flows $ 359,177 $ 28,272
========= =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Customer List and Non-Compete
Agreement Acquired in
Connection with Unrelated
Entity and related Note
Payable $ 833,850 $ 0
========= =========
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, 2005. The Company's
management believes that the disclosures are sufficient for interim
financial reporting purposes.
Note 2 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
(2006 and 2005).
Note 3 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, 2006 June 30, 2005
------------- -------------
Net Sales in Each Segment
-------------------------
Candied Fruit:
Sales to Unaffiliated Customers $ 985,949 $ 843,918
Molded Plastics:
Sales to Unaffiliated Customers 4,050,991 4,324,838
--------- ---------
Net Sales $ 5,036,940 $ 5,168,756
========= =========
For the six month period ended June 30, 2006 and 2005, sales of frozen
strawberry products totaled $244,599 and $108,352, 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, 2006 June 30, 2005
------------- -------------
Identifiable Assets of Each
Segment are Listed Below
---------------------------
Candied Fruit $ 14,661,406 $ 13,358,955
Molded Plastics 6,728,219 5,716,578
---------- ----------
Identifiable Assets 21,389,625 19,075,533
General Corporate Assets 2,502,084 3,047,950
---------- ----------
Total Assets $ 23,891,709 $ 22,123,483
========== ==========
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 4 Non-Cash Investing and Financing
------------------------------------------
In June 2006 the Company used their existing revolving line of credit to
enter into an agreement with an unrelated entity to purchase
inventories, their customer list and a non-compete agreement for a
period of ten years. The Company paid $671,000 in cash and executed a
note payable to the entity of $975,000 with payments due as follows:
December 2007 $ 425,000
December 2008 275,000
December 2009 275,000
--------
$ 975,000
========
The note does not provide for interest. The Company imputed interest at
6%, approximating its marginal borrowing rate, and discounted the rate
to a principal balance of $833,850
The purchase price was allocated based on fair value as follows:
Inventories $ 246,000
Customer Base and Non-Compete Agreement 1,258,850
----------
$ 1,504,850
==========
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
Forward-Looking Statements
--------------------------
This Quarterly Report on Form 10-QSB 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
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
--------
The Company's core business, glace' (candied) fruit, which accounted for
approximately 67.8% of total annual net sales during 2006, 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 32.2% of the Company's total consolidated annual net sales
to unaffiliated customers during the past year.
The First Six Months
--------------------
Paradise, Inc.'s fruit segment net sales, which are highly seasonal, increased
by 16.8% or $142,031 for the first six months of 2006 compared to the similar
period of 2005. This increase is directly related to the sale of various
strawberry products to a Central Florida reseller. With favorable weather
conditions present during the 2006 spring harvest season, Paradise, Inc. was
able to increase production and subsequent tolling charges for this service
by $136,247 compared to the similar reporting period of 2005. With over 85%
of fruit segment net sales occurring during the period of September to mid-
November, Paradise, Inc. will continue to explore opportunities to expand its
fruit segment operations when market conditions are favorable and a reasonable
level of profit can be achieved.
Paradise Plastics, Inc.'s net sales, to unaffiliated customers, decreased
6.3% for the first six months of 2006 compared to the similar period of
2005. This decrease is partially attributable to the relocation of
Mastercraft Products Corporation from its leased facility located in
Deleon Springs, Florida to Paradise, Inc.'s headquarters in Plant City,
Florida. The relocation of equipment and inventory occurred during the
months of March and April of this year resulting in a short-term delay in
the shipment of finished products to their customers. In addition,
several existing long term customers reduced their re-orders for custom
molding products during the first six months of 2006 compared to the
previous year's reporting period.
Overall cost of sales, as a percentage of net sales, decreased 5.1% for
the first six months of 2006 compared to the similar reporting period of
2005. This result is related to the increase in production of various
strawberry products during the first half of 2006, compared to the prior
reporting period, for which positive selling margins were achieved.
However, with recent increases absorbed from the Company's suppliers of
raw fruit products and corn sweeteners combined with a steady rise in
energy costs, management does anticipate an increase in cost of sales in
the upcoming months.
Selling, General & Administrative expenses decreased by 1.4 % as
increases in administrative payroll and professional fees incurred for
legal and audit services were offset by reductions in bad debt expense.
As reported in previous filings during 2005, various one-time charges
for certain marketing and selling expenses totaling $129,636 were
charged to operations. For the current six-month reporting period, bad
debt charges to operations totaled $13,800.
Depreciation and amortization expenses remained constant for the first
six months of 2006 compared to the similar period of 2005 as building
improvements and equipment purchases were offset by asset retirements
and disposals.
Interest expense increased by $10,905 for the first six months of 2006
compared to the prior reporting period as the rate of interest charged by the
Company's primary bank on its short-term revolving line of credit continued
to increase.
Significant Event
-----------------
In June, 2006 Paradise, Inc. entered into an asset purchase agreement
with a competitor to acquire their glace' fruit business consisting of
the Seller's customer list, a non-compete agreement for a period of ten
years and their remaining glace' fruit retail inventory. Consideration
for the Seller's customer list, non-compete agreement and inventory
totaled $1,646,000 with $671,000 paid in cash. The remaining balance of
$975,000 is payable as follows; $425,000 in December, 2007, $275,000 in
December, 2008 and the final payment of $275,000 in December, 2009. The
Company used its existing revolving line of credit to fund this transaction.
Summary
-------
Paradise, Inc.'s consolidated net sales, decreased by 2.6% for the first six
months of 2006 compared to the similar period of 2005. This decrease is
primarily attributable to the plastics segment of the business as reorders
from existing long-term customers slowed during the second quarter of 2006.
Fruit segment sales increased by 16.8% as favorable weather conditions during
the 2006 spring harvest season resulting in an increase of fresh
strawberries available for processing and re-sale.
However, with more than 80% of anticipated consolidated net sales for the year
2006 yet to be realized, no reasonable forecast of operating results can be
determined from this information. Only a full year's accounting will determine
the Company's overall financial performance.
Item 3. Controls and Procedures
--------------------------------
The Company's Chief Executive Officer and Chief Financial Officer have,
within 90 days of the filing date 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 significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of the
most recent evaluation of these controls by the Company's Chief
Executive Officer and Chief Financial Officer. No significant
deficiencies or material weaknesses in the Company's internal controls
were identified, therefore, no corrective actions were taken.
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 24, 2006. 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 2006.
The following is the results of the election of Directors:
Nominee Votes For Votes Withheld
------- --------- --------------
Melvin S. Gordon 448,872 34,038
Randy S. Gordon 448,472 34,438
Tracy W. Schulis 448,472 34,438
Mark H. Gordon 448,872 34,038
Eugene L. Weiner 448,472 34,438
The following is the results of the ratification of Bella,
Hermida, Gillman, Hancock & Mueller as the Company's
independent accountants for 2004:
For Against Abstain
----- ------- -------
482,830 80 0
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 13, 2006
-----------------------------
Melvin S. Gordon
Chief Executive Officer and Chairman
/s/ Jack M. Laskowitz Date: August 13, 2006
-----------------------------
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, 2006
/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, 2006
/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, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Melvin S.
Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of Paradise, Inc.
/s/ Melvin S. Gordon Date: August 13, 2006
-----------------------------
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, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Jack M.
Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of Paradise, Inc.
/s/ Jack M. Laskowitz Date: August 13, 2006
-----------------------------
Jack M. Laskowitz
Chief Financial Officer and Treasurer