FORM 10 - QSB/A
(Amendment #1)
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, 2007
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 33566
(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,
----- ---------------------------
2007 2006
---- ----
Common Stock
$0.30 Par Value 519,350 Shares 519,350 Shares
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No x
--- ---
Transitional Small Business Disclosure Format (check one): Yes No x
EXPLANATORY NOTE
----------------
This Amendment Number 1 to our quarterly report on Form 10-QSB, for the
quarterly period ended June 30, 2007, includes some minor changes to improve
our disclosures, specifically Item 3 regarding Controls and Procedures, Changes
in Internal Control over Financial Reporting. Except as required to reflect
the changes noted above, this Form 10-QSB/A does not attempt to modify or
update any other disclosures set forth in the original filing. Additionally,
this Form 10-QSB/A does not purport to provide general update or discussion of
any other developments at the Company subsequent to the original filing.
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,
---------------
2007 2006
---- ----
ASSETS
------
CURRENT ASSETS:
Cash and Unrestricted
Demand Deposits $ 26,188 $ 21,319
Accounts and Notes
Receivable, Less
Allowances of $-0-
(2007 and 2006) 933,673 1,189,760
Inventories:
Raw Materials 3,580,637 4,410,421
Work in Process 534,508 341,485
Finished Goods 8,420,041 8,640,902
Deferred Income Tax Asset 391,185 175,932
Income Tax Refund
Receivable 29,653
Prepaid Expenses and Other
Current Assets 723,354 717,527
---------- ----------
TOTAL CURRENT ASSETS 14,609,586 15,526,999
Property, Plant and Equipment,
Less Accumulated Depreciation
of $15,847,261 (2007) and
$15,098,103 (2006) 5,782,457 6,256,501
Deferred Charges and Other
Assets 411,054 395,929
Goodwill 413,280 413,280
Intangible Assets - Net 1,132,115 1,299,000
---------- ----------
TOTAL ASSETS $ 22,348,492 $ 23,891,709
========== ==========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
AS OF JUNE 30,
---------------
2007 2006
---- ----
CURRENT LIABILITIES:
Notes and Trade Acceptances
Payable $ 1,362,126 $ 2,977,064
Current Portion of Long-Term
Debt 610,679 200,268
Accounts Payable 2,611,220 2,594,017
Accrued Liabilities 1,284,937 996,860
--------- ---------
Total Current Liabilities 5,868,962 6,768,209
LONG-TERM DEBT, NET OF CURRENT
PORTION 754,405 1,372,541
DEFERRED INCOME TAX LIABILITY 352,595 431,784
--------- ---------
Total Liabilities 6,975,962 8,572,534
--------- ---------
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 14,501,395 14,170,511
Unrealized Holding Gain (Loss)
on Securities ( 29,768 ) ( 38,138 )
Accumulated Other Comprehensive
Income (Loss) ( 285,899 )
Treasury Stock, at Cost,
63,744 Shares ( 276,919 ) ( 276,919 )
---------- ----------
Total Stockholders' Equity 15,372,530 15,319,175
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 22,348,492 $ 23,891,709
========== ==========
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
-------
2007 2006
---- ----
Net Sales $ 2,121,437 $ 2,372,321
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 1,194,138 1,334,074
Selling, General and
Administrative Expense 817,175 925,642
Depreciation and Amortization 220,810 219,315
Interest Expense 41,463 25,824
--------- ---------
Total Costs and Expenses 2,273,586 2,504,855
--------- ---------
Loss from Operations ( 152,149 ) ( 132,534 )
Other Income 31,712 10,708
--------- ---------
Loss from Operations Before
Provision for Income Taxes ( 120,437 ) ( 121,826 )
Provision for Income Taxes 0 0
--------- ---------
Net Loss $( 120,437 ) $( 121,826 )
========= =========
Net Loss per Common Share $( 0.23 ) $( 0.23 )
==== ====
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
-------
2007 2006
---- ----
Net Sales $ 4,986,894 $ 5,036,940
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 3,430,170 3,439,399
Selling, General and
Administrative Expense 1,713,385 1,796,219
Depreciation and Amortization 448,033 428,411
Interest Expense 68,252 39,177
--------- ---------
Total Costs and Expenses 5,659,840 5,703,206
--------- ---------
Loss from Operations ( 672,946 ) ( 666,266 )
Other Income 73,285 37,733
--------- ---------
Loss from Operations Before
Provision for Income Taxes ( 599,661 ) ( 628,533 )
Provision for Income Taxes 0 0
--------- ---------
Net Loss $( 599,661 ) $( 628,533 )
========= =========
Net Loss per Common Share $( 1.15 ) $( 1.21 )
==== ====
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,
--------
2007 2006
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $( 599,661 ) $( 628,533 )
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Depreciation and Amortization 448,033 428,412
Decrease (Increase) in:
Accounts Receivable ( 291,999 ) 895,273
Inventories ( 6,101,784 ) ( 7,315,395 )
Prepaid Expenses ( 225,789 ) ( 390,869 )
Other Assets 63,748 29,078
Income Tax Receivable ( 29,653 )
Increase (Decrease) in:
Accounts Payable 1,551,184 2,023,473
Accrued Expense ( 993,258 ) ( 711,877 )
--------- ---------
Net Cash Used in
Operating Activities ( 6,149,526 ) ( 5,700,091 )
--------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Property and
Equipment ( 184,897 ) ( 694,960 )
Cash Paid in Connection with
Acquisition of Customer Base
and Non-Compete Agreement
with Unrelated Entity ( 425,000 )
--------- ---------
Net Cash Used in
Investing Activities ( 184,897 ) ( 1,119,960 )
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds (Repayments) of
Short-Term Debt 1,241,585 2,966,279
Principal Payments of Long-Term
Debt ( 99,424 ) ( 116,890 )
Dividends Paid ( 51,935 ) ( 77,903 )
--------- ---------
Net Cash Provided by
Financing Activities 1,089,456 2,771,486
--------- ---------
Net Decrease in Cash ( 5,244,967 ) ( 4,048,565 )
CASH AT BEGINNING OF PERIOD 5,271,385 4,069,884
--------- ---------
CASH AT END OF PERIOD $ 26,188 $ 21,319
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 37,702 $ 39,177
Income Tax 299,837 320,000
--------- ---------
Net Supplemental Cash Flows $ 337,539 $ 359,177
========= =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Customer List and Non-Compete
Agreement Acquired in
Connection with Unrelated
Entity and Related Note Payable $ $ 833,850
========= =========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
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-KSB
for the year ended December 31, 2006. 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
(2007 and 2006).
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, 2007 June 30, 2006
------------- -------------
Net Sales in Each Segment
-------------------------
Candied Fruit:
Sales to Unaffiliated Customers $ 1,127,417 $ 985,949
Molded Plastics:
Sales to Unaffiliated Customers 3,859,477 4,050,991
--------- ---------
Net Sales $ 4,986,894 $ 5,036,940
========= =========
For the six month period ended June 30, 2007 and 2006, sales of
frozen strawberry products totaled $329,961 and $244,599 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, 2007 June 30, 2006
------------- -------------
Identifiable Assets of Each
Segment are Listed Below
---------------------------
Candied Fruit $ 14,506,488 $ 14,661,406
Molded Plastics 5,144,085 6,728,219
---------- ----------
Identifiable Assets 19,650,573 21,389,625
General Corporate Assets 2,697,919 2,502,084
---------- ----------
Total Assets $ 22,348,492 $ 23,891,709
========== ==========
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 Retirement Plan
-------------------------
As discussed in the 10-KSB for the year ended December 31, 2006, the
Company elected to freeze the pension plan benefit accruals effective
November 30, 2006. The Company has filed with the appropriate
regulators and will terminate the plan in 2007 once approvals have been
given. The Company has treated the action as a curtailment as no
further benefits have accrued after November 30, 2006.
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 70% 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 30% 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 14.3% for the first six months of 2007 compared to the similar
reporting period of 2006. Positive growth can be attributable to the
following two reasons. First, bulk fruit sales orders received and
shipped to supermarkets and manufacturing bakers increased by 10.0%
compared to the prior year's reporting period. Secondly, frozen
strawberry products processed directly for a Central Florida re-seller,
for which Paradise, Inc. receives a tolling fee, increased due to
favorable weather conditions. Strawberry net sales totaled $329,961
year-to-date compared to $244,599 for the similar reporting period of
2006.
Paradise Plastics, Inc.'s net sales, to unaffiliated customers, for the
first six months of 2007 decreased 4.7% compared to the similar reporting
period of 2006. This decrease is attributable to the decline to customer
re-orders related to the housing market as concerns regarding rising
interest rates and the overall strength of the mortgage lending industry
continue to persist.
Overall cost of sales, as a percentage of net sales, remained flat
during the first six months of 2007 compared to the similar reporting
period of 2006 as management was successful in maintaining gross margins
on the sale of Paradise Plastics, Inc.'s custom molding products. This
has been accomplished as rising energy costs continue to result in
higher prices absorbed from the Company's supplier of plastics resins.
Fruit segment cost of sales has been affected by rising energy prices as
demand for alternative sources of fuel has led to a steady increase in
the price of corn syrup, a key ingredient used during the processing
phase of building the Company's glace' fruit inventory. However, with
just slightly more than 50% of the production cycle completed as of the
date of this filing, it is too early to forecast what impact fluctuating
energy prices will have on the fruit segment's cost of sales for
2007.
Selling, general & administrative expenses decreased by $82,834 or 4.6%
compared to the similar reporting period of 2006. This decrease was
achieved as professional fees incurred for additional computer system
safeguards and increased networking capabilities were offset by
continued savings received from the relocation of Mastercraft Products
Corporation to Plant City, Florida. As mentioned in previous filings,
Mastercraft's operations, including all sales and administrative
functions, were successfully consolidated into Paradise Plastics, Inc's.
operations during the spring of 2006.
Depreciation and amortization expenses increased $19,622 or 4.6% for
the first six months of 2007 compared to the similar period of 2006.
The increase is due to the commencement of amortization expense
associated with the Company's decision to purchase an unrelated entity's
glace' fruit inventory, customer list and a non-compete agreement signed
during June, 2006. Disclosure of this information is presented in
previous quarterly filings as well as in last year's annual 10-KSB.
Interest expense for the first six months of 2007 increased $29,075
compared to the similar reporting period of 2006 as Paradise, Inc.
continued to accrue interest in accordance with the financial terms to
purchase the assets disclosed in the above paragraph. Interest expense
from short-term borrowings needed to finance the Company's glace' fruit
inventory remained at less than 1% of total net sales as of June 30,
2007.
Summary
-------
Paradise Plastics, Inc.'s net sales decreased $191,514 or 4.7% for the
first six months of 2007 compared to the similar period of 2006. This
decrease is primarily related to a decline in re-orders from existing
long-term customers concerned with the recent slowdown in the housing
market.
Paradise, Inc.'s fruit segment net sales increased $141,468 or 14.3%
compared to the previous year's reporting period primarily as favorable
weather conditions allowed for increased production of various
strawberry products on behalf of a Central Florida re-seller. However,
with more than 95% of anticipated retail glace' fruit net sales for 2007
yet to be realized, no reasonable forecast of operating results can be
determined at this time. 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, as of
June 30, 2007, evaluated the Company's disclosure controls and procedures.
Based on their evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded, as of June 30, 2007, 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 over financial reporting that occurred during the
period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting. The most recent evaluation of these controls by the Company's
Chief Executive Officer and Chief Financial Officer did not identify any
deficiencies or weaknesses in the Company's internal controls over financial
reporting; 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 29, 2007. 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
Bella, Hermida, Gillman, Hancock & Mueller as the Company's
independent certified public accountants for 2007.
The results of the election of Directors are as follows:
Nominee Votes for Votes Withheld
------- --------- --------------
Melvin S. Gordon 426,961 64,154
Randy S. Gordon 426,973 64,154
Tracy W. Schulis 427,973 63,142
Mark H. Gordon 452,938 38,177
Eugene L. Weiner 437,521 53,594
The results of the ratification of Bella, Hermida, Gillman,
Hancock & Mueller as the Company's independent accountants for
2007 are as follows:
For Against Abstain
--- ------- -------
455,108 9,792 26,215
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: December 7, 2007
-----------------------------
Melvin S. Gordon
Chief Executive Officer and Chairman
/s/ Jack M. Laskowitz Date: December 7, 2007
------------------------------
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: December 7, 2007
/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: December 7, 2007
/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
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In connection with the Quarterly Report of Paradise, Inc. on Form
10-QSB for the period ending June 30, 2007 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Melvin S.
Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of Paradise, Inc.
/s/ Melvin S. Gordon Date: December 7, 2007
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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, 2007 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Jack M.
Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of Paradise, Inc.
/s/ Jack M. Laskowitz Date: December 7, 2007
-----------------------------
Jack M. Laskowitz
Chief Financial Officer and Treasurer