~~U.S. SECURITIES AND EXCHANGE COMMISSION~~UNITED STATES

~~Washington,~~SECURITIES AND ~~D.C.~~EXCHANGE ~~20549~~COMMISSION

~~______________~~Washington, DC 20549

FORM 8-K

~~______________~~CURRENT REPORT

~~Current~~PURSUANT ~~Report~~TO SECTION 13 OR 15(d)

~~Pursuant~~OF toTHE ~~Section~~SECURITIES 13EXCHANGE orACT ~~15(d)~~OF ~~of the Securities Act of~~ 1934

Date of Report (~~date~~Date of earliest event reported): October 31, 2017

August 9, 2018

Commission File No. 000-03026

__________________

PARADISE, INC.

(~~exact~~Exact name of registrant as specified in its ~~charter~~Charter)

INCORPORATED IN FLORIDA

Florida

0-3026

59-1007583

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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

1200 W. Dr. Martin Luther King, Jr. Blvd.,

Plant City, Florida

33563

(Address of Principal Executive Offices)

(Zip Code)

~~1200~~(813) ~~W. DR. MARTIN LUTHER KING, JR. BLVD.,~~752-1155

~~PLANT~~(Registrant’s ~~CITY~~telephone number, including ~~FLORIDA~~area ~~33563~~code)

~~Registrant’s~~Not ~~telephone number, including area code: (813) 752-1155~~applicable

~~________________~~(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligations~~obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.02. ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; Election orof aDirectors; ~~Related~~Appointment ~~Audit~~of ~~Report~~Certain onOfficers; ~~Completed~~Compensatory ~~Interim~~Arrangements ~~Review.~~of Certain Officers

OnEffective ~~August~~as ~~9, 2018, the Board~~ of ~~Directors~~October of31, 2017, Paradise, Inc. (the “Company”), entered ininto ~~concurrence~~a Retention Agreement with ~~its~~Jack M. Laskowitz, Chief Financial Officer, ~~concluded~~of the Company ~~will~~(the ~~need~~“Retention Agreement”). Pursuant to ~~restate~~the ~~its~~Retention ~~previously~~Agreement, ~~filed~~Mr. Laskowitz ~~audited~~would ~~consolidated~~be ~~financial~~entitled ~~statements~~to ~~(10-K)~~a ~~with~~bonus in the ~~Securities~~amount ~~and~~of ~~Exchange~~$75,000 upon the closing ~~Commission~~of a sale of the Company to an independent third party (including by way of merger, consolidation, sale of all or substantially all of the ~~“SEC”~~Company’s assets, or sale of a controlling interest in the Company) ~~for~~so long as Mr. Laskowitz remains employed by the ~~year~~Company ~~ended~~through ~~December~~the ~~31,~~closing ~~2017~~date ~~along~~of such sale transaction and he complies with the ~~consolidated~~other ~~financial~~requirements ~~statements~~set ~~for~~forth in the Retention ~~interim~~Agreement, ~~period~~including ~~ended~~execution ~~March~~and ~~31,~~delivery ~~2018~~of ~~(10-Q)~~a general release of claims. The Retention Agreement does not alter the “at will” employment relationship between the Company and Mr. Laskowitz.

The ~~Company~~Retention ~~has~~Agreement ~~determined that~~with aMr. ~~material~~Laskowitz ~~weakness~~is inattached ~~internal controls relating to the recording of customer returns, allowances, discounts and incentives~~hereto ~~has resulted in an overstatement of year end income before provision for income taxes of approximately $445,000~~ as ofExhibits ~~December 31,~~10.1 ~~2017~~ and anincorporated ~~overstatement~~by ofreference ~~loss before income taxes of approximately $160,000 for the first quarter ending March 31, 2018~~herein. ~~The Company intends to file with the SEC as soon as possible the re-stated reports mentioned above.~~

~~In connection with this matter, the Company is in the process of re~~Forward-~~evaluating~~Looking the effectiveness of its internal control regarding customer returns, allowances, discounts and incentives as of the date of this filing. Based upon the results of this review, the Company going forward will implement additional internal control procedures that will strengthen the Company’s ability to prevent this material weakness from occurring in the future.Statements

The ~~Board~~statements ofin ~~Directors~~this Current Report on Form 8-K that ofare not historical, including without limitation statements regarding the Company’s beliefs, expectations, prospects, strategic plans and ~~its~~statements ~~Chief~~regarding ~~Financial~~strategic ~~Officer~~alternatives ~~have~~or ~~discussed~~other ~~this~~future ~~matter~~transactions, ~~disclosed~~including inwithout ~~this~~limitation ~~Item~~any 4sale transaction as contemplated herein, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.02 ~~with~~All ~~Warren~~statements ~~Averett~~other than statements of historical fact should be considered “forward-looking statements” for these purposes. In some cases, ~~LLC~~forward-looking statements can be identified by the use of such terminology as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continues,” or the negative thereof or other similar words. Although we believe that the expectations reflected in our ~~independent~~forward-looking ~~registered~~statements ~~public~~are ~~accounting~~reasonable, ~~firm~~we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Forward-looking statements are subject to inherent risks and uncertainties, and actual results and developments may be materially different from those expressed or implied by our forward-looking statements. We undertake no obligation to update forward-looking statements other than as required by law. Prospective investors should also consult the risks described from time to time in the Company’s Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders.

Item 9.01. Financial Statements and Exhibits.

(ad) ~~Not applicable~~Exhibits

(b) Not applicable

Exhibit Number

Description

10.1

Retention Agreement between Paradise, Inc. and Jack M. Laskowitz.

~~(c) Not applicable~~SIGNATURES

~~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, hereunto duly authorized.

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.
	(Registrant)



Date: December 7, 2018		/s/ Randy S. Gordon
		Randy S. Gordon
		President/CEO
		(Principal Executive Officer)

Date: August 9, 2018

PARADISE, INC.
A Florida Corporation
/s/ Randy S. Gordon			Date: August 9, 2018
Randy S. Gordon
President and Chief Executive Officer
/s/ Jack M. Laskowitz			Date: August 9, 2018
Jack M. Laskowitz
Chief Financial Officer and Treasurer

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