UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2017~~2018

Commission File No. 0000-~~3026~~03026

PARADISE, INC.

INCORPORATED IN FLORIDA

IRS IDENTIFICATION NO. 59-1007583

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

PLANT CITY, FLORIDA 33563

TELEPHONE NO. (813) 752-1155

Securities Registered Under Section 12 (b) of the Exchange Act:

None

Securities Registered Under Section 12 (g) of the Exchange Act:

Title of Each Class

Common Stock,

$.30 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” asand ~~defined~~“emerging growth company” in ~~rule~~Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨x

Smaller reporting company x

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. ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No No ¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $910,~~718~~815,~~221~~440 (as of June 30, ~~2017~~2018, bid price $3134.0050)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class		Outstanding at April 21, ~~2018~~2019
Common Stock,
$.30 Par Value		519,600 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

The Company’s Internet addresses are www.paradisefruitco.com and www.paradiseplastics.com. The Company’s annual report on Form 10-K, the Company’s quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on the Company’s web site, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. All such filings on the Company’s web site are available free of charge. Information on our website is not part of the Annual Report on Form 10-K.

PARADISE, INC.

~~2017~~2018 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I
Item 1.	Business	I-1 – I-4
Item 2.	Properties	I-4
Item 3.	Legal Proceedings	I-5
Item 4.	Mine Safety Disclosures	I-5
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	II-1 – II-2
Item 6.	Selected Financial Data	II-2
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	II-2 – II-117
Item 8.	Consolidated Financial Statements	II-128 – II-3329
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	II-3430
Item 9A.	Controls and Procedures	II-3430 – II-3532
Item 9B.	Other Information	II-3532
PART III
Item 10.	Directors and Executive Officers of the Registrant	III-1 – III-2
Item 11.	Executive Compensation	III-3 – III-5
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	III-45 – III-56
Item 13.	Certain Relationships and Related Transactions	III-67
Item 14.	Principal Accountant Fees and Services	III-67
PART IV
Item 15.	Exhibits and Financial Statement Schedules	III-78
	SIGNATURES	III-89

PART I

Item 1.

Business

Forward-Looking Statements

This Annual Report on Form 10-K 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 purposes 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 about our exploration of strategic alternatives, 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,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “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. Except as required by applicable law, we do not undertake to update any forward-looking statements.

~~(a)~~ Business Development

Paradise, Inc. was incorporated under the laws of the State of Florida in September, 1961 as Canaveral Utilities and Development Corporation. After the acquisition and merger of several other assets, the Corporation was renamed Paradise Fruit Company, Inc. in February, 1964, and the corporate name was changed again to Paradise, Inc. during July, 1993. There have been no bankruptcies, receiverships, or similar proceedings during the corporation’s history. There have been no material reclassifications, mergers, consolidations, purchases or sales of a significant amount of assets not in the ordinary course of business during the past three years.

~~(b)~~ 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, based on market conditions, the processing of frozen strawberry products for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc.

Molded Plastics		Production of plastic containers for the Company’s products and other molded plastics for sale to unaffiliated customers.

I-1

Item 1.

Business (Continued)

For further segment information, refer to Note 8 in Part II, Item 8 of this Annual Report.

~~(c)~~ The Company knows of no other manufacturer in the Western Hemisphere whose sales of glace’ (candied) fruit is equal to those of Paradise, Inc. While there ~~are~~is no industry-wide data ~~statistics published~~available, ~~from~~management estimates that the ~~generally~~Company ~~reliable~~sold ~~sources~~approximately ~~available,~~85% ~~management~~of ~~believes~~all ~~that~~candied ~~Company~~fruits ~~brands~~and ~~account~~peels ~~for~~consumed ain ~~large~~the ~~majority~~U.S. during 2018. The Company knows of ~~all~~two ~~candied~~major ~~fruit~~competitors; ~~sold~~however, init ~~supermarkets~~estimates ~~and~~that ~~other~~neither ~~grocery~~of ~~outlets~~these inhas as large a share of the market ~~USA~~as the Company’s.

In terms of candied fruit dollar sales, during ~~2017~~2018, approximately 20% were shipped to manufacturing bakers and other institutional users, with the balance being ~~sold~~ sold through supermarkets and other retail outlets for ultimate use in the home.

Sales to retail outlets are usually ~~generated~~ generated through ~~registered~~ food brokers operating in exclusively franchised territories. This method of distribution is widely accepted in the food industry because of its efficiency and economy.

The principal raw materials used by the Company are fruits, fruit peels, corn syrups and plastic resins. Most of these materials are readily accessible from a number of of competitive suppliers. The supply and prices with respect to fruits, fruit peels and corn syrup may fluctuate with growing and crop conditions, factors common to all agricultural products. ~~Feed~~Feedstock ~~stocks~~ for some plastic resins ~~are~~is petroleum related and may be subject to supply and demand fluctuations in this market.

The trademarks “Paradise”, “Dixie”, “Mor-Fruit”, ~~and~~ “Sun-Ripe - Holiday Fruit “SR”,” and “Pennant Holiday Fruit” are registered with the appropriate Federal and State authorities for use on the Company’s candied fruit. These registrations are kept current, as required, and have a value in terms of customer recognition. ~~The Company is also licensed to use the trademarks “White Swan”, “Queen Anne”, “Palm Beach”, “Golden Crown,” and “Pennant” in the sale of candied fruit.~~

The demand for fruit cake materials is highly seasonal, with over 85% of sales in these items occurring during the months of September, October and November. However, in order to meet delivery requirements during this relatively short period, the Company must process candied fruit and peels for approximately ten months during the year. Also, the Company must acquire the fruits used as raw materials during their seasonal growing periods. These factors result in large inventories, which require financing to meet relatively large short-term working capital needs.

During 1993, and through another ~~wholly~~ wholly owned subsidiary, the Company launched an enterprise for the growing and selling of strawberries, both fresh and frozen. ~~Plant~~ Plant City, Florida, the location of the Company’s manufacturing facilities and main office, styles itself as the “The ~~Winter~~ Winter Strawberry Capital” because of the relatively large volume of fruit that is grown and harvested locally, mostly from ~~December~~ December through April of each season. However, once competing fresh berries from the West Coast of the USA begin finding their way to market, the price of Florida fruit begins to diminish, and local growers ~~had~~have no other market for their product.

While there are significant freight cost advantages in the sale and marketing of local strawberries to customers in the eastern U.S., growers and producers on the West Coast, from southern California to Washington State, still dominate pricing and marketing conditions. The Company estimates more than 90% of total U.S. strawberry production is located in that area.

I-2

Item 1.

Business (Continued)

Therefore, Paradise, Inc. limits growing ~~its~~and ~~activities~~selling inof ~~this~~strawberries ~~market~~ to years in which basic supply and demand statistics, such as West Coast harvest predictions and ~~frozen~~ frozen strawberry prior year inventory carryovers, lead to a reasonable anticipation of profitability.

In the molded plastics segment of business, sales to unaffiliated customers continue to strengthen. This trend began several years ago when management shifted its focus from the sale of high volume, low profit “generics” to higher ~~technology~~ value added custom applications.

Some molded plastics container demand is seasonal, by virtue of the fact that a substantial portion of sales are made to packers of food items and horticultural interests, with well defined growing and/or harvest seasons.

In the opinion of management, the seasonal nature of some plastics sales does not have a significant impact upon the working capital requirements of the Company.

During the first several months of the year, the Company contracts with certain commercial bakers for future delivery of quantities representing a substantial portion of the sales of fruit cake materials to institutional users. Deliveries against these contracts are completed prior to the close of the fiscal year ending December 31.

It is a trade practice to allow some supermarket chains to return unopened cases of candied fruit products that remain unsold at year-end, an option for which they normally pay a premium. A provision for the estimated losses on retail returns is included in the Company’s consolidated financial statements, for the year during which the sales are made.

With the continuing acquisitions, ~~mergers~~ mergers and other consolidations in the supermarket industry, there is increasing concentration of candied fruit buying activity. ~~During~~ ~~2017~~During 2018, the Company derived ~~16.6~~12% of its consolidated net sales from Walmart Stores, Inc. This customer is not affiliated with Paradise, Inc. in any way. The loss of this customer would have a material adverse effect on operating earnings.

~~While~~The ~~there~~molded plastics industry is novery ~~industry-wide~~large ~~data~~and ~~available~~diverse, and management ~~estimates~~has ~~that~~no reasonable estimate of its total size. Many products produced by the Company ~~sold~~are ~~approximately~~materials ~~85%~~for its ofown ~~all~~use in the packaging of candied fruits ~~and~~for ~~peels~~sale ~~consumed~~at in the Uretail level.S. Outside sales represent approximately 90% of the Company’s ~~during~~total ~~2017~~plastics production at cost. ~~The~~During 2018, the Company ~~knows~~derived 12% of ~~two~~its ~~major~~consolidated ~~competitors;~~net ~~however,~~sales itfrom ~~estimates~~Aqua ~~that~~Cal, ~~neither~~Inc. The loss of ~~these~~this ~~has~~customer aswould ~~large~~have a ~~share~~material ofadverse ~~the market~~effect ason ~~the~~operating ~~Company’s~~earnings.

The molded plastics industry is very large and diverse, and management has no reasonable estimate of its total size. Many products produced by the Company are materials for its own use in the packaging of candied fruits for sale at the retail level. Outside sales represent approximately 90% of the Company’s total plastics production at cost. During 2017, the Company derived 10.4% of its consolidated net sales from Aqua Cal, Inc. The loss of this customer would have a material adverse effect on operating earnings.

In the above business segments, it is the opinion of management that price, which is to include the cost of delivery, is the largest single competitive factor, followed by product quality and customer service.

I-3

Item 1.

Business (Continued)

Given the above competitive criteria, it is the opinion of management that the Company is in a favorable position.

Over the years, the Company has made capital investments ~~of over $1 million~~ in order to comply with the growing body of environmental regulations. These have included the building of screening and pretreatment facilities for water effluent, the redesign and rebuilding of one processing department in order to improve the control of the quality of air emissions, and removing certain underground fuel storage tanks to approved above ground locations. All of these facilities are permitted by governmental authorities at various levels, and are subjected to periodic testing as a condition of permit maintenance and renewal. All required permitting is currently in effect, and the Company is in full compliance with all terms and conditions stated therein.

By local ordinance, it is required ~~that~~ that all water effluent is metered, tested and discharged into a municipal industrial waste treatment plant. During ~~2017~~2018, costs ~~for~~ for this discharge approximated $~~295~~300,000, and management estimates that all expenses directly related to compliance with environmental regulations total well over $325,000 annually, which includes costs for permits, third party inspections and depreciation of installations.

The Company employs between ~~130 and~~95 ~~195~~- 150 people, depending upon the season.

The Company conducts operations principally within the United States. Foreign activities are not material.

Item 2.

Properties

Built in 1961, the plant is located in a modern industrial subdivision in Plant City, Florida, approximately 20 miles east of the City of Tampa. It is served by three railroad sidings, and has paved road access to three major state and national highways. It has production and warehouse facilities of nearly 350,000 square feet.

During 1985, the Company acquired approximately 5.2 acres immediately adjacent to, and to the west of, its main plant building. Several buildings and a truck weight scale existed on the property. Some of these facilities have been significantly updated, remodeled, and/or rebuilt and are used for the strawberry processing and some plastics molding operations. In 2006, Paradise, Inc. built a new 10,000 square foot building on this land. The building is primarily used for the production of custom vacuum forming parts for its plastics customers.

The Company owns its plant facilities and other properties free and clear of any mortgage obligations.

Because of the unique processing methods employed for candied fruit, much of the equipment used by the Company is designed, built and assembled by the Company’s employees. The Company considers its plant one of the most modern, automated plants in the industry. The equipment consists of vats, dehydrators, tanks, giant evaporators, carbon filter presses, syrup pumps and other scientifically designed processing equipment. Finished retail packages are stored in air-conditioned warehouses, if required.

Regarding molded plastic manufacturing, most equipment is normally available from a number of competitive sources. The molds used for specialized plastic products must be individually designed and manufactured, requiring substantial investment, and are considered proprietary.

I-4

Item 3.	Legal Proceedings
	None
Item 4.	Mine Safety Disclosures
	Not Applicable

Item 3.

Legal Proceedings

None

Item 4.

Mine Safety Disclosures

Not Applicable

I-5

PART II

Item 5.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

~~On August 22~~Paradise, ~~1997, the Securities and Exchange Commission issued new listing requirements for companies listed on the NASDAQ Small Cap Market~~Inc. ~~The~~is ~~requirements~~currently ~~became effective~~quoted on ~~February~~OTC ~~23,~~Pink ~~1998.~~under ~~As of December 2017,~~ the ~~Company~~ticker ~~had~~symbol ~~not met the listing criteria. Paradise, Inc. is currently listed as~~ “PARF~~:OTCPK~~”.

(a)

The following table shows the range of closing bid prices for the Company’s Common Stock in the over-the-counter market for the calendar quarters indicated. The quotations represent prices in the over-the-counter market between dealers in securities, do not include retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

	BID PRICES
	High		~~Low~~	Low
2017
2018
First Quarter	~~32.00~~	37.23	~~26.80~~		28.03
Second Quarter	~~38.50~~	36.00	~~29.75~~		34.50
Third Quarter	~~35.95~~	34.50	~~27.00~~		28.11
Fourth Quarter	~~30.00~~	33.00	~~26.85~~		28.00
2016
2017
First Quarter	~~29.00~~	32.00	~~22.85~~		26.80
Second Quarter	~~26.00~~	38.50	~~23.00~~		29.75
Third Quarter	~~28.83~~	35.95	~~25.35~~		27.00
Fourth Quarter	~~27.50~~	30.00	~~23.21~~		26.85

(b)

Approximate Number of Equity Security Holders

As of April 21, ~~2018~~2019, the approximate number of holders of record of each class of equity securities of the Registrant were:

	NUMBER OF
TITLE OF CLASS	HOLDERS OF RECORD
Common Stock, $.30 Par Value	101	~~105~~

(c)

Dividend History and Policy

Dividends have been declared and paid annually when warranted byas ~~profitability~~described below. OnDividends ~~April~~paid 2,to ~~2018,~~stockholders ~~the~~on ~~Board~~April of13, ~~Directors~~2018 ~~declared~~were ~~dividends of~~ $0.15 per share ~~to stockholders of record on April 13, 2018~~. Dividends paid to stockholders for 2017 were $0.25 per share ~~and for 2016 were $0~~.~~15 per share.~~

II-1

Item 5.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities (Continued)

(c)

Dividend History and Policy (Continued)

The Company does not have a standard policy in regards to the declaration and payment of dividends. Each year dividend payments, if any, are determined upon consideration of the current profitability, cash flow requirements, investment outlook and other pertinent factors.

Item 6. Selected Financial Data ~~– not applicable~~

Not applicable

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Summary

The following tables set forth for the periods indicated (i) percentages which certain items in the financial data bear to net sales of the Company and (ii) percentage increase (decrease) of such item as compared to the indicated prior period.

	Relationship to						Period to Period
	Total Revenue						Increase (Decrease)
	Year Ended December 31,						Years Ended
	2017			2016			2017-2016			2016-2015
	2018			2017			2018-2017
NET SALES:
Candied Fruit		7774.53	%		6877.70	%		6(9.67	)%		~~(1.5~~	)%
Molded Plastics		2225.57			3123.30			~~(31~~4.96	)		~~(3.4~~	)
Total Sales		100.0			100.0			(56.54	)		~~(2.1~~	)
Cost of Sales		7883.08			7379.76			0(1.05	)		~~(4.9~~	)
Selling, General and Administrative Expenses		1719.96			18.43			(70.84	)		~~(10.8~~	)
Amortization Expense		-0.1			~~0.3~~-			~~(91~~200.20	)		~~(51.2~~	)
Interest Expense		-			-			-			-
Total Expenses		95103.95			9297.49			(1.91	)		~~(6.4~~	)
Income from Operations		4.1			7.6			(49.2	)		120.9
(Loss) Income from Operations		(3.5	)		2.1			(257.3	)
Other Income, Net		-			-			96.0			(78.2	)
Other (Expense) Income, Net		-			-			(211.1	)
Income Before Provision for Income Taxes		4.1			7.6			48.8			116.1
(Loss) Income Before Provision for Income Taxes		(3.5	)		2.1			(256.5	)
Provision for Income Taxes		1.3			2.8			56.3			116.5
Provision (Benefit) for Income Taxes		(0.5	)		0.7			(172.0	)
Net Income		2.8	%		4.8	%		(44.4	)%		115.9	%
Net Loss (Income)		(3.0	)%		1.5	%		(295.0	)%

II-2

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Liquidity and Capital Resources

~~Management~~The isCompany ~~not~~finances ~~aware~~ongoing ofoperations primarily ~~any~~with ~~demands, commitments,~~cash ~~events~~provided orby ~~uncertainties~~our ~~that~~operating ~~will~~activities, ~~result~~which are seasonal in, ornature. The principal sources of liquidity are cash ~~reasonably~~flows ~~likely~~provided toby ~~result~~operating inactivities, existing cash, and a ~~material~~line ~~increase~~of orcredit ~~decrease~~facility. At December 31, 2018 and December 31, in2017, outstanding letters of credit were $284,016 and $541,572 respectively. At December 31, 2018 and 2017, the Company’s ~~liquidity.~~had As$8,036,052 and ~~discussed~~$8,668,012, respectively, in ~~footnote~~cash. 4Due to the seasonality of the Company’s ~~consolidated~~fruit ~~financial statements~~segment, acash ~~line~~on ofhand at December 31, ~~credit~~2018 of $8,036,052 is ~~available~~primarily tocommitted ~~the~~for ~~Company~~2019 purchase orders totaling more than $6 million for brined fruit, corn syrup and other miscellaneous fruit ingredients. This outlay of funds for fruit and related fruit ingredients combined with the requirements to ~~finance~~fund ~~short~~payroll and factory overhead during the off-~~term~~season ~~working~~can ~~capital~~exceed ~~needs~~$1 million per month beginning in January and continuing through September of each year.

~~Capital~~Management ~~Resources~~is not aware of any demands, commitments, events or uncertainties that will result in, or are reasonably likely to result in, a material increase or decrease in the Company’s liquidity, except as a result of the consummation of any strategic transaction, which the Company previously disclosed it is contemplating. As discussed in footnote 4 of the Company’s consolidated financial statements, a line of credit is available to the Company to finance short-term working capital needs.

The Company does not have any material outstanding commitments for capital expenditures. Management is not aware of any material trends either favorable or unfavorable in the Company’s capital resources.

Critical Accounting Policies and Estimates

The following discussion and analysis is is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally ~~accepted~~ accepted in the United States of America. The preparation of our consolidated financial statements requires management to make ~~estimates~~ estimates and assumptions that affect the reported amounts of revenues and expenses, and assets and liabilities during the periods reported. Estimates are used when accounting for certain items such as revenues, allowances for returns, early payment discounts, ~~customer~~ customer discounts, doubtful accounts, employee compensation programs, depreciation and amortization periods, taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. We base our estimates on historical experience, where applicable and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. We believe that the following critical accounting policies ~~affect~~involve our more significant judgments and estimates used in preparation of our consolidated financial statements:

Fair Value of Financial Instruments

The aggregated net fair value estimates discussed in the Company’s consolidated financial statements are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivables, payables, accrued expenses and short-term borrowings. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

II-3

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Critical Accounting Policies and Estimates (Continued)

Fair Value of Financial Instruments

Accounts Receivable

Management reviews subsequent collections on accounts receivable and writes off all year-end balances that are not deemed collectible by the time the consolidated financial statements are issued. Additionally, management has provided for estimated product returns by applying an allowance against accounts receivable for the invoiced price of the returns. A provision to recognize a related estimate of finished goods returns has been added to inventories. Management considers the remaining accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of December 31, ~~2017~~2018 and ~~2016~~2017. If accounts become uncollectible, they will be charged to operations when that determination is made. The Company does not have a policy to charge interest on past due amounts. Accounts Receivable are considered past due based on invoice terms.

Goodwill

Goodwill totaling $413,280 represents the excess purchase price over the fair value of the net assets acquired in the acquisition of Mastercraft Products Corporation. These costs are reviewed for impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that goodwill may be impaired. During the years ended December 31, ~~2017~~2018 and ~~2016~~2017, the Company determined that its goodwill was not impaired.

Impact of Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU ~~will~~replaced ~~replace~~ most existing revenue recognition guidance in U.S. GAAP when it ~~becomes~~became effective. The revenue guidance is effective for ~~annual~~ annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date (annual ~~reporting~~ reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. The Company adopted the new standard on January 1, 2018 on a full retrospective basis. There was no material financial impact from adopting the new revenue ~~standards~~standard.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU2015-03”). The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standards update. The Company evaluated this ASU and began early adoption beginning with the annual period ended December 31, 2016. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.

II-4

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Impact of Recently Issued Accounting Pronouncements (Continued)

In ~~July~~February ~~2015~~2016, the FASB issued ASU No. ~~2015~~2016-1102, ~~Simplifying~~ ~~the~~Leases ~~Measurement~~(Topic of842)(ASU ~~Inventory,~~2016-02). ~~which~~Under ~~amends FASB~~ ASU ~~Topic~~No. ~~330~~2016-2, ~~Inventory.~~an ~~This~~entity ~~ASU~~will ~~requires~~be ~~entities~~ required to ~~measure~~recognize ~~inventory~~right-of-use assets atand ~~the~~lease ~~lower~~liabilities ofon ~~cost~~its orbalance ~~net~~sheet ~~realizable~~and ~~value~~disclose ~~and~~key ~~eliminates~~information ~~the~~about ~~option~~leasing ~~that~~arrangements. ~~currently~~ASU ~~exists~~No. ~~for~~2016-02 ~~measuring~~offers ~~inventory~~specific ataccounting ~~market~~guidance ~~value.~~for ~~Net~~a ~~realizable~~lessee, ~~value~~a islessor ~~the~~and ~~estimated~~sale ~~selling~~and ~~prices~~leaseback intransactions. ~~the~~Lessees ~~ordinary~~and ~~course~~lessors ofare ~~business,~~required ~~less~~to ~~reasonable~~disclose ~~predictable~~qualitative ~~costs~~and quantitative information about leasing arrangements to enable a user of ~~completion,~~the ~~disposal~~financial statements to assess the amount, timing and ~~transportation.~~uncertainty ~~This~~of cash flows arising from leases. ASU No. 2016-02 is effective for ~~fiscal~~annual ~~years~~reporting ~~beginning~~periods beginning after December 15, ~~2016~~2018, including interim periods within ~~those~~that ~~fiscal~~reporting ~~years.~~period, ~~This~~and ~~ASU~~requires ~~should~~a bemodified ~~applied~~retrospective ~~prospectively~~ adoption, with ~~earlier~~early ~~application~~ adoption permitted. The ~~adoption~~Company ofhas ~~this~~evaluated ~~ASU~~the ~~did~~effect ~~not~~of ~~have~~this astandard ~~material~~at ~~impact~~December on31, ~~the~~2018. ~~Company’s~~There ~~financial~~was ~~position~~no ormaterial financial ~~results of operations~~impact.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. The ASU provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified balance sheet. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim and annual financial statements that have not yet been issued. The new guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company adopted this ASU with retrospective application for the annual period ended December 31, 2016. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)(ASU 2016-02). Under ASU No. 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company continues to make progress in their due diligence and assessment of the impact of the new standard across its operations and the consolidated financial statements, which will consist primarily of recording right of use assets and corresponding lease liabilities on the balance sheet for operating leases.

Except as noted above, the Company’s management does not believe that recent codified pronouncements by the Financial Accounting Standards Board (“FASB”) (including its EITF), the AICPA or the Securities and Exchange Commission will have a material impact on the Company’s current or future consolidated financial statements.

2018 Compared to 2017

Results of Operations

Paradise, Inc. is the leading producer of glace’ fruit, a primary ingredient of fruit cakes sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons of Thanksgiving and Christmas. Paradise, Inc.’s consolidated net sales decreased $1,383,494 or 6.4% for the twelve months of operations ending December 31, 2018 to $20,134,998 from $21,518,492 for the similar reporting period of 2017. Cost of sales as percentage of consolidated sales increased 4.2% as the Company absorbed a greater increase in the cost of fruit commodities than it was willing to pass on to its customers. The combination of these two factors resulted in generating a pre-tax loss at December 31, 2018 ($717,524) compared to pre-tax income of $458,628 at December 31, 2017. After applying the provision for income tax benefits and/or income tax provision for the periods under review, the net loss at December 31, 2018 was ($613,910) compared to net income of $314,813 in 2017.

Loss (Earnings) per Share basic and diluted at December 31, 2018 and 2017 were ($1.18) and $0.61 respectively.

Paradise, Inc. consists of two business segments, fruit and plastics. Fruit segment net sales represented 74.3% of consolidated net sales during the twelve month reporting period ended December 31, 2018. Fruit segment net sales for 2018 decreased 9.7% to $14,954,061 from $16,566,096 for the similar reporting period of 2017 primarily because of the decision by two major fruit segment customers who overbought in 2017 and as a result reduced 2018 sales orders to alleviate large finished goods returns after the 2018 holiday selling season.

II-5

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

~~2017~~2018 Compared to ~~2016~~2017 (Continued)

Results of Operations (Continued)

Paradise Plastics, Inc. ~~is the leading~~(Paradise ~~producer of glace’ fruit~~Plastics), a ~~primary~~wholly ~~ingredient~~owned ofcompany ~~fruit cakes sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons~~ of ~~Thanksgiving and Christmas.~~ Paradise, Inc. ~~consists of two business segments~~, ~~fruit~~which ~~and~~accounted ~~plastics.~~for ~~Fruit segment net sales represented 77~~25.57% of ~~consolidated~~total net sales ~~during~~to ~~the~~unaffiliated ~~current~~customers ~~twelve~~during ~~month reporting period ending December 31~~2018, ~~2017.~~generated ~~Fruit segment~~ net sales ~~for~~of ~~2017~~$5,180,937 ~~increased~~compared ~~6.6%~~ to $174,~~012~~952,~~007~~396 ~~from $15,957,022~~ for the similar reporting period of ~~2016 as sales to two major customers increased the number of holiday fruitcake ingredients ordered and placed into various holiday baking centers within their stores~~2017. ~~Within~~This ~~this~~represents ~~overall improvement~~an ~~in fruit segment sales has been a steady growth with online sales which totaled $191,825 for the reporting period~~increase of ~~December 31, 2017 compared to~~ $~~151~~228,~~115~~541 ~~for~~or ~~the reporting period of December 31, 2016~~4.61%. ~~Since~~Management ~~2014,~~believes ~~when~~based ~~online~~on ~~sales totaled $87,950, we have experienced~~ an increase ~~of over 118%~~ in ~~online~~purchase ~~sales.~~orders ~~Realizing~~received during the ~~significance~~latter part of ~~this~~2018 ~~buying pattern,~~that ~~management continues to improve access to~~ the ~~Company’s~~trend ~~website to allow a new generation~~ of ~~customers~~increasing tonet ~~purchase fruitcake~~sales ~~ingredients not only~~ for ~~the~~Paradise ~~holiday~~Plastics ~~seasons~~will ~~but~~continue ~~for~~in ~~use of these ingredients throughout the year~~2019.

~~Paradise~~Consolidated ~~Plastics,~~cost ~~Inc.,~~of ~~(Paradise Plastics)~~sales as a ~~wholly~~percentage ~~owned company~~ of ~~Paradise,~~overall ~~Inc., which accounted for 22.5% of total~~ net sales toincreased ~~unaffiliated customers during 2017, generated net sales of $~~4~~,952,396 compared to $7,273,364 for the similar reporting period of 2016~~. ~~This represents a decrease of $~~2~~,320,968 or 31.9~~%. ~~Paradise Plastics produces various types of custom molded parts~~ for ~~customers which are then assembled into finished products by its customers for sale to~~ the ~~end~~twelve ~~user.~~months Inended ~~many~~December ~~cases~~31, ~~continued~~2018 production for these parts are based on success achieved by the end user. Furthermore, in some cases, a change in product design may impact the continuation of these sales. As disclosed in previous filings, beginning first quarter of 2017, a major plastics customer decided to transfer production of custom molded parts produced by thermoforming to an out of state supplier who could produce these parts via injection molding. The major benefit to the customer was the ability to significantly lower their cost per unit. These parts had been previously thermoformed at Paradise Plastics facilities over the past nine years. Management in discussions with this customer offered to construct a new on-site building as well as purchase the necessary injection molding equipment to continue production, however, the offer was declined. With production of these parts coming to an end during the first quarter of 2017, net sales totaled $120,625 compared to ~~$1,757,250 for~~ the ~~entire~~ twelve months ~~of 2016. This represents a decrease of $1,636,625 and is the primary reason for the decrease in plastics~~ ~~sales mentioned above. The remaining loss revenue~~ of ~~$684,343 for~~ 2017 ~~was based on factors such~~ as the ~~transfer~~increase of production to facilities outside of the United States along with reduced orders for parts from other long term customers. Reacting to this situation, management commenced an orderly reduction of hourly personnel associated with this loss of business during the first and second quarters of 2017. The reduction in ~~hourly personnel along with~~ the ~~recent~~cost ~~planned retirement~~ of araw ~~Senior~~materials ~~Vice~~received ~~President -~~from ~~Plastics, resulted~~our insuppliers ~~savings~~outpaced ~~in excess of $250,000 during~~ the ~~last~~Company’s ~~three~~willingness ~~quarters of 2017. It is also important~~ to ~~mention~~ ~~that Paradise Plastics is still producing other custom molding parts for many of its customers whose production needs decreased~~pass ~~during~~these ~~2017~~increases ~~and is continuing~~ to ~~aggressively market~~ its ~~custom molding capabilities throughout the United States in order to replace this business~~customers. ~~This increased marketing effort did result in fourth quarter sales increasing 34% over third quarter 2017 plastics sales.~~

Selling, general and administrative (SG&A) expenses as a percentage of overall sales increased to 19.6% from 18.3% for the twelve months ended December 31, 2018 compared to 2017. The main reason for this increase is that the Company incurred in excess of $450,000 in expenses by the hiring of a financial advisor to explore strategic alternatives for the Company outlined in the Company’s 8-K filing in February 2018. These expenses more than offset savings generated from outsourcing all payroll and payroll related expenses to third party provider of these services during the first quarter of 2017.

II-6

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

~~2017~~2018 Compared to ~~2016~~2017 (Continued)

Results of Operations (Continued)

~~Consolidated~~Paradise, ~~cost~~Inc.’s ~~of sales as a~~interest ~~percentage~~expense ofon ~~consolidated~~its ~~net~~revolving ~~sales~~line ~~increased~~of ~~4.2%~~credit for the twelve months ~~ending~~ ended December 31, 2018 and 2017 ~~compared~~was $0. Interest expense when incurred, is directly related to cash advances received under the ~~previous~~Company’s revolving line of credit as the Company needs to purchase ~~twelve~~sizable amounts of inventory months in advance of ~~2016~~its holiday selling season. ~~This~~As ~~increase~~of isDecember ~~primary~~31, ~~related~~2018 toand 2017, the ~~decline~~Company’s revolving inline ~~Plastics~~of ~~segment~~credit ~~sales~~balance ~~discussed~~was ~~above~~$0, asits letters of credit balance was $284,016 and $541,572, respectively, and the Company ~~decline~~was in ~~sales~~compliance ~~outpaced~~with all debt and loan covenants required by its primary lender. Paradise, Inc.’s revolving line of credit has a maximum limit of $12,000,000 with a borrowing base of 80% of the ~~savings~~Company’s ineligible ~~labor~~receivables plus the lesser of $6,000,000 or 50% of the Company’s eligible inventory from January through May of each year and ~~variable~~60% ~~expenses~~of ~~associated~~eligible inventory from June to December of each year. The Company’s borrowings are secured by all the assets of the Company and the agreement requires that certain conditions be met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants including an agreement not to encumber a mortgage on the property without bank approval. Interest is payable monthly at the bank’s LIBOR rate plus 1.75%. Paradise, Inc.’s revolving line of credit is with a ~~custom~~financial ~~molding~~banking ~~overhead~~institution. ~~during~~It was renewed as of July 31, 2017 and remains in place for a two year period maturing on July 31, 2019.

Selling, general and administrative expenses decreased $335,619 or 7.8% for the twelve months ending December 31, 2017 compared to the similar reporting period of 2016. The primary reasons for this continued to be the reduction in the number of employees within the SG&A departments coupled with a transfer of payroll processing and health insurance administration to a 3rd party vendor during the first quarter of 2017.

Paradise, Inc.’s interest expense on its revolving line of credit for the twelve months ended December 31, 2017 and 2016 was $0. Interest expense when incurred, is directly related to cash advances received from the Company’s primary lender’s revolving line of credit as the Company needs to purchases sizable amounts of inventory months in advance of its holiday selling season. As of December 31, 2017 and 2016, the Company’s revolving line of credit balance was $0, its letters of credit balance were $541,572 and $42,938 respectively, and all debt and loan covenants required by its primary lender were in full compliance. Paradise, Inc.’s revolving line of credit has a maximum limit of $12,000,000 with a borrowing base of 80% of the Company’s eligible receivables plus the lesser of $6,000,000 or 50% of the Company’s eligible inventory from January through May of each year and 60% of eligible inventory from June to December of each year. This agreement is secured by all the assets of the Company and the agreement requires that certain conditions are met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants including an agreement not to encumber a mortgage on the property without bank approval. Interest is payable monthly at the bank’s LIBOR rate plus 1.75%. Paradise, Inc.’s revolving line of credit is with a financial banking institution. It was renewed as of July 31, 2017 and remains in place for a two year period maturing on July 31, 2019.

Other Significant Items

~~Accounts~~On ~~Receivable~~February ~~balance less allowances for sales returns at December 31~~13, ~~2017 was $2~~2018,~~298,796~~ ~~compared to $2~~Paradise,~~108,608~~ Inc. atfiled ~~December~~a ~~31,~~Form ~~2016~~8-K asdisclosing ~~payments~~that ~~from~~ the Company’s ~~retail~~will ~~fruit~~be ~~customers~~exploring ~~were~~strategic ~~relatively consistent with the timing of receipts from the prior year~~alternatives. As ~~disclosed~~ ~~in Note 1 under significant accounting policies, management provides for estimated product returns by applying an allowance against Accounts Receivable for the invoice amount~~ of the ~~return.~~date As of ~~December~~this 31filing, ~~2017, returns from customers~~this ~~resulted~~process inis ~~the allowance for sales returns of $1,138,431 compared to $1,215,153 as of December 31, 2016~~ongoing.

Accounts Receivable balance less allowances for sales returns at December 31, 2018 was $1,993,564 compared to $1,870,649 at December 31, 2017. As disclosed in Note 1 under significant accounting policies, management provides for estimated product returns by applying an allowance against Accounts Receivable for the invoice amount of the return. As of December 31, 2018, returns from customers resulted in the allowance for sales returns of $1,000,826 compared to $1,566,578 as of December 31, 2017.

Inventory on hand remained consistent as the balance as of December 31, 2018 was $9,331,533 compared to $9,528,646 as of December 31, 2017. With the need to commit to various suppliers for fruit commodities for up to a year in advance before the finished product is shipped to the Company’s customers, fluctuations in ending inventory can occur from time to time. Furthermore, availability of these commodities can be impacted by factors such as changes in weather patterns, labor availability or economic conditions especially from our overseas supplier. For the year in review, the Company was able to effectively maintain an adequate level of inventory to meet 2018 customer requirements, while at the same time carry enough product into the upcoming 2019 production season which begins during the second quarter of the upcoming year.

II-7

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2017 Compared to 2016 (Continued)

Other Significant Items (Continued)

Inventory on hand increased by $902,246 to $9,207,279 as of December 31, 2017 from $8,305,033 as of December 31, 2016 and is partially related to the increase in plastics sales orders received during the fourth quarter. Production requirements to meet customer demand for the upcoming first quarter of 2018 resulted in the ending balance of plastics raw materials of more than $350,000 at December 31, 2017 compared to December 31, 2016. The remaining amount of increase in inventory on hand as of December 31, 2017 approximated $550,000 compared to inventory on hand as of December 31, 2016 is primarily related to timing differences in the receipt of raw fruit materials received from the Company’s main overseas supplier. Timing issues from overseas suppliers may be impacted by such factors as changes in weather patterns, labor availability or economic conditions and will lead to delays in the delivery of product to Paradise, Inc.’s facilities in Plant City, Florida. For 2017, a combination of these factors resulted in a delay in receipt of raw fruit materials. Furthermore, as Paradise, Inc. finances payments to overseas suppliers for raw fruit materials through its letter of credit agreement with the company’s primary lender, based on terms up to 180 days from shipment date, short term debt related to this delay increased to $541,572 as of December 31, 2017 compared to $42,938 as of December 31, 2016.

The Company finances ongoing operations primarily with cash provided by our operating activities, which are seasonal in nature. The principal sources of liquidity are cash flows provided by operating activities, existing cash, and a line of credit facility. At December 31, 2017 and December 31, 2016, outstanding letters of credit were $541,572 and $42,938, respectively. At December 31, 2017 and 2016, the Company had $8,668,012 and $9,240,638 respectively, in cash. Due to the seasonality of the Company’s fruit segment, cash on hand at December 31, 2017 of $8,668,012 is primarily committed for 2018 purchase orders totaling more than $5 million for brined fruit, corn syrup and other miscellaneous fruit ingredients. This outlay of funds for fruit and related fruit ingredients combined with the requirements to fund payroll and factory overhead during the off-season can exceed $1,000,000 per month beginning in January and continuing through September of each year.

Summary

Paradise, Inc.’s consolidated net sales decreased 5.5% for the twelve months of operations ending December 31, 2017 to $21,964,403 from $23,230,386 for the similar reporting period of 2016. This decrease in overall sales is primarily related to the decline in plastics segment revenue mentioned above. The decrease in plastics sales also impacted overall cost of sales by 4.2% as the loss of revenue from its plastics customers outpaced the reduction in labor and variable factory overhead achieved during the last three quarters of 2017. While the Company continued to reduce its SG&A expenses during 2017 by 7.8%, overall net income from operations still declined to $896,046 from $1,764,034. After taking into account Other Income and applying Provision for Income Taxes for 2017 and 2016 of $288,877 and $661,503, respectively, Net Income for 2017 was $615,662 compared to $1,106,865 for 2016. Earnings per Share basic and diluted at December 31, 2017 and 2016 were $1.19 and $2.13, respectively.

II-8

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2016 Compared to 2015

Results of Operations

Paradise, Inc. is the leading producer of glace’ fruit, a primary ingredient of fruit cakes sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons of Thanksgiving and Christmas. Paradise, Inc. consists of two business segments, fruit and plastics. Fruit segment net sales represented 68.7% of consolidated net sales during the current twelve month reporting period ending December 31, 2016. Fruit segment net sales for 2016 decreased 1.5% to $15,957,022 from $16,202,626 for the similar reporting period of 2015 as sales to several major customers were reduced by the number of holiday fruit ingredients ordered and placed into various holiday baking centers within their stores. As the challenges of Paradise, Inc.’s retail glace’ customers of limited space to promote the Company’s products have been well documented, Paradise, Inc.’s sales personnel have branched outside the traditional brick and mortar sites to sell its products. With improvements to the Company’s website over the past several years, consumers now have the opportunity to place orders online through our partnership with Amazon. Online sales of glace’ fruit ingredients, which represents a small portion of overall net sales, has experienced steady growth increasing 23.8% to $153,155 as of December 31, 2016 compared to $123,670 as of December 31, 2015. Online sales also offer a year round opportunity to sell fruit cake ingredients. This combined with promoting the use of fruit cake ingredients for non-traditional holiday baking ideas as shown on the Company’s web-site may add a new generation of customers and thus increased sales moving forward.

Paradise Plastics, Inc., (Paradise Plastics) a wholly owned company of Paradise, Inc. which accounted for 31.3% of total consolidated net sales to unaffiliated customers, had a decline in sales of 3.4% to $7,273,364 from $7,531,815 for the twelve months ended December 31, 2016 compared to December 31, 2015. Paradise Plastics produces various types of custom molded plastics parts for its customers which are then assembled into finished products by its customers for sale to the end user. Thus, in many cases, continued production for these parts are based on their success achieved by the end user. However, in some cases, a change in production technique will have an impact on sales. As such, the Company was notified in late 2016 that beginning during the first quarter of 2017, a long term plastics customer decided to transfer production of thermoformed parts away from Paradise Plastics to another supplier who is able to process these custom molding parts by injection molding. The major benefit to our customer is the ability to significantly lower their cost per part via injection molding. Paradise Plastics had offered to finance up to $3 million to construct a facility along with purchase of necessary injection molding equipment to retain this business, however the offer was declined. Therefore, based upon when the transfer of production from Paradise Plastics to the new injection molding supplier is completed, the potential loss of net sales could exceed $1 million in 2017.

II-9

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2016 Compared to 2015 (Continued)

Results of Operations (Continued)

Consolidated cost of sales as a percentage of consolidated net sales decreased 2.2% for the twelve months of December 31, 2016 compared to the previous twelve months of 2015 as management re-started brining operations in January of 2016. As previously reported, with more than an adequate amount of brined peel in the Company’s inventory as of January 1, 2015, brining operations were postponed for 2015. Thus, after brining over 2.9 million lbs. of peel inventory during the first and second quarters of 2016, the allocation of this production over a relatively fixed amount of factory overhead resulted in the improvement in cost of sales as reported above.

Selling, general and administrative expenses decreased $515,173 or 10.8% for the twelve months ending December 31, 2016 compared to the similar reporting period of 2015. Reasons for this decrease are as follows: first, three senior employees, two within finance and administration and one sales executive retired during late 2015. The net savings which included the hiring of two new employees within finance and administration approximated $250,000 during 2016. Secondly, as disclosed in an 8K filing on August 22, 2016, Melvin. S. Gordon, Chairman and CEO began his leave of absence due to health reasons from the Company resulting in savings of $121,531 during the third and fourth quarters of 2016. Lastly, Paradise, Inc. made a management decision during 2015 to expense to operations a total of $165,401 in outstanding receivables and legal fees owed to the Company from a customer that ceased operations during the third quarter of 2015.

Paradise, Inc.’s interest expense on its revolving line of credit for the twelve months ended December 31, 2016 and 2015 was $0. Interest expense when incurred is directly related to cash advances received from the Company’s primary lender’s revolving line of credit as the Company needs to procure sizable amounts of inventory months in advance of its holiday selling season. As of December 31, 2016 and 2015, the Company’s revolving line of credit balance was $0, its letters of credit balance were $42,938 and $582,839, respectively, and all debt and loan covenants required by its primary lender were in full compliance. Paradise, Inc.’s revolving line of credit has a maximum limit of $12,000,000 with a borrowing base of 80% of the Company’s eligible receivables plus the lesser of $6,000,000 or 50% of the Company’s eligible inventory from January through May of each year and 60% of eligible inventory from June to December of each year. This agreement is secured by all the assets of the Company and the agreement requires that certain conditions are met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants including an agreement not to encumber a mortgage on the property without bank approval. Interest is payable monthly at the bank’s LIBOR rate plus 1.75%.

II-10

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2016 Compared to 2015 (Continued)

Other Significant Items

Accounts Receivable balance less allowances for sales returns at December 31, 2016 was $2,108,608 compared to $2,182,306 at December 31, 2015 as payments from the Company’s retail fruit products were relatively consistent with the timing of receipts with the prior year. As disclosed in Note 1 under significant accounting policies, management provides for estimated product returns by applying an allowance against Accounts Receivable for the invoice amount of the return. At December 31, 2016, returns from customers resulted in the allowance for sales returns of $1,215,153 compared to $1,066,314 as of December 31, 2015.

The Company finances ongoing operations primarily with cash provided by our operating activities, which are seasonal in nature. The principal sources of liquidity are cash flows provided by operating activities, existing cash, and a line of credit facility. At December 31, 2016 and December 31, 2015, outstanding letters of credit were $42,938 and $582,839, respectively. At December 31, 2016 and 2015, the Company had $9,240,638 and $8,791,938 respectively, in cash. Due to the seasonality of our business, cash on hand at December 31, 2016 of $9,240,638 is primarily committed for estimated 2017 purchase orders totaling more than $3.5 million of brined fruit. In addition, working capital needs for payroll and for fixed and variable factory overhead can exceed as much as $1,000,000 per month during the peak production months of June through September of each year.

Summary

Paradise, Inc.’s consolidated net sales decreased 2.1% for the twelve months of operations ending December 31, 2016 to $23,230,386 from $23,734,441 for the similar reporting period of 2015 as orders from several existing customers within the fruit and plastics segments slowed during 2016. However, with the need to produce additional fruit inventory to meet existing customer demand for the 2016 holiday selling season, the Company processed 2.9 million lbs. of orange peel. This additional processing of raw material into brined and finished goods fruit inventory allocated over a relatively fixed amount of factory overhead improved cost of sales as a percentage of sales by 2.2 %. In addition, the Company achieved tremendous savings in selling, general and administrative expenses of 10.8% as several senior sales and finance employees retired during late 2015. The improvements in cost of sales and selling, general and administrative expenses more than offset the decline in sales during 2016 resulting in income before provision for income taxes of $1,768,368 compared to $818,274. After applying Provision for Income Taxes for 2016 and 2015 of $661,503 and $305,516, Net Income for 2016 was $1,106,865 compared to $512,758 for 2015. Earnings per Share at December 31, 2016 and 2015 were $2.13 and $0.99, respectively.

II-11

Item 8.

Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Paradise, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Paradise, Inc., and subsidiaries (collectively, the “Company”) as of December 31, ~~2017~~2018 and ~~2016~~2017, and the related consolidated statements of ~~income~~operations, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, ~~2017~~2018, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2018 and ~~2016~~ 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2017~~2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Warren Averett, LLC

We have served as the Company’s auditor since 2007.

~~Tampa~~Birmingham, ~~Florida~~Alabama

April 21, ~~2018~~2019

II-128

PARADISE, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

ASSETS

	DECEMBER 31,
	2017		2016
	2018		2017
CURRENT ASSETS:
Cash	$	8,~~668~~036,~~012~~052	$	98,~~240~~668,~~638~~012
Accounts Receivable, Net of Allowance for Doubtful Accounts of $ -0- and Allowance for Returns of $1,138,431 (2017) and $1,215,153 (2016)		2,298,796		2,108,608
Accounts Receivable, Net of Allowance for Doubtful Accounts of $ -0- and Allowance for Returns of $1,000,826 (2018) and $1,566,578 (2017)		1,993,564		1,870,649
Inventories, Net		9,~~207~~331,~~279~~533		89,~~305~~528,~~033~~646
Income Tax Receivable		92175,~~850~~042		-209,616
Prepaid Expenses and Other Current Assets		~~224~~257,~~384~~949		~~296~~224,~~851~~384
Total Current Assets		2019,~~491~~794,~~321~~140		1920,~~951~~501,~~130~~307
PROPERTY, PLANT AND EQUIPMENT, Net		4,~~271~~126,~~727~~848		4,~~162~~271,~~636~~727
GOODWILL		413,280		413,280
OTHER ASSETS		345,415		393,994
DEFERRED INCOME TAXES		126,084		-
TOTAL ASSETS	$	25,521,743	$	24,921,040
OTHER ASSETS		323,390		345,415
TOTAL ASSETS	$	24,783,742	$	25,531,729

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

II-139

LIABILITIES AND STOCKHOLDERS’ EQUITY

	DECEMBER 31,
	2017		2016
	2018		2017
CURRENT LIABILITIES:
Short-Term Debt	$	~~541~~284,~~572~~016	$	42541,~~938~~572
Accounts Payable		~~638~~931,~~896~~424		~~808~~638,~~696~~896
Accrued Expenses		489,783		689,177
Accrued Credits Due Fruit Customers		333,244		409,131
Total Current Liabilities		1,670,251		1,540,811
Accrued Expenses		488,248		419,783
DEFERRED INCOME TAXES		111,983		126,482
Total Current Liabilities		2,036,932		2,009,382
Total Liabilities		1,782,234		1,667,293
DEFERRED INCOME TAXES		-		83,687
Total Liabilities		2,036,932		2,093,069
STOCKHOLDERS’ EQUITY:
Common Stock, $.30 Par Value, 2,000,000 Shares Authorized, 583,094 Shares Issued and 519,600 Shares Outstanding		174,928		174,928
Capital in Excess of Par Value		1,288,793		1,288,793
Retained Earnings		2221,~~549~~556,~~007~~308		22,~~063~~248,~~245~~158
		24,012,728		23,526,966
		23,020,029		23,711,879
Treasury Stock, at Cost, 63,494 Shares		273,219		273,219
Total Stockholders’ Equity		2322,~~739~~746,~~509~~810		23,~~253~~438,~~747~~660
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2524,~~521~~783,~~743~~742	$	2425,~~921~~531,~~040~~729

II-1410

PARADISE, INC.

AND SUBSIDIARIES

Consolidated Statements of ~~Income~~Operations

	FOR THE YEARS ENDED
	DECEMBER 31,
	2017			2016
	2018			2017
NET SALES	$	2120,~~964~~134,~~403~~998		$	2321,~~230~~518,~~386~~492
COSTS AND EXPENSES:
Cost of Goods Sold		1716,~~122~~869,~~293~~477			17,122,~~466~~293
Selling, General and Administrative Expenses		3,~~940~~955,~~064~~610			43,~~275~~940,~~683~~064
Amortization Expense		618,000			686,~~203~~000
Total Costs and Expenses		2120,~~068~~843,~~357~~087			21,~~466~~068,~~352~~357
INCOME FROM OPERATIONS		896,046			1,764,034
(LOSS) INCOME FROM OPERATIONS		(708,089	)		450,135
OTHER INCOME – NET		8,493			4,334
OTHER (EXPENSES) INCOME – NET		(9,435	)		8,493
INCOME BEFORE PROVISION FOR INCOME TAXES		904,539			1,768,368
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES		(717,524	)		458,628
PROVISION FOR INCOME TAXES		288,877			661,503
BENEFIT (PROVISION) FOR INCOME TAXES		103,614			(143,815	)
NET INCOME	$	615,662		$	1,106,865
NET (LOSS) INCOME	$	(613,910	)	$	314,813
EARNINGS PER SHARE:
(LOSS) EARNINGS PER SHARE:
Basic	$	(1.1918	)	$	20.1361
Diluted	$	(1.1918	)	$	20.1361

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

II-1511

PARADISE, INC.

AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, ~~2017~~2018 and ~~2016~~2017

			CAPITAL IN
	COMMON		EXCESS OF		RETAINED			TREASURY
	STOCK		PAR VALUE		EARNINGS			STOCK			TOTAL
Balance, December 31, 2015	$	174,928	$	1,288,793	$	21,034,320		$	(273,219	)	$	22,224,822
Balance, December 31, 2016	$	174,928	$	1,288,793	$	22,063,245		$	(273,219	)	$	23,253,747
Cash Dividends Declared, $0.15 per Share						(77,940	)					(77,940	)
Net Income						1,106,865						1,106,865
Balance, December 31, 2016		174,928		1,288,793		22,063,245			(273,219	)		23,253,747
Cash Dividends Declared, $0.25 per Share						(129,900	)					(129,900	)
Net Income						~~615~~314,~~662~~813						~~615~~314,~~662~~813
Balance, December 31, 2017	$	174,928	$	1,288,793	$	22,~~549~~248,~~007~~158		$	(273,219	)	$	23,~~739~~438,~~509~~660
Cash Dividends Declared, $0.15 per Share						(77,940	)					(77,940	)
Net Loss						(613,910	)					(613,910	)
Balance, December 31, 2018	$	174,928	$	1,288,793	$	21,556,308		$	(273,219	)	$	22,746,810

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

II-1612

PARADISE, INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	FOR THE YEARS ENDED
	DECEMBER 31,
	2017			2016
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	615,662		$	1,106,865
Net (Loss) Income	$	(613,910	)	$	314,813
Adjustments to Reconcile Net Income to Net Cash (used in) provided by Operating Activities:
Adjustments to Reconcile Net (Loss) Income to Net Cash used in Operating Activities:
Provision for Sales Returns		(76565,~~722~~752	)		~~148~~351,~~839~~425
Provision for Estimated Inventory Returns		(66428,~~099~~940	)		~~(99~~255,~~609~~268	)
Provision for Deferred Income Taxes		(14209,~~499~~771	)		53(42,~~191~~795	)
Depreciation and Amortization		415,381			460,673
Loss on the Sale of Equipment		13,380			-
Depreciation and Amortization		428,126			415,381
Decrease (Increase) in:
Accounts Receivable		~~(113~~442,~~466~~837	)		(75113,~~141~~466	)
Inventories		~~(836~~626,~~147~~053	)		(251,~~755~~478,881	)
Prepaid Expenses and Other Current Assets		72(33,~~467~~565	)		2072,~~115~~467
Income Tax Receivable		~~(92~~34,~~850~~574	)		77(209,~~574~~616	)
Other Assets		76,~~704~~500			~~(16~~7,~~354~~704	)
Increase (Decrease) in:
Accounts Payable		~~(169~~292,~~800~~528	)		~~192~~(169,~~768~~800	)
Accrued Expenses		(~~199~~7,~~394~~422	)		~~(154~~139,~~674~~737	)
Net Cash (used in) provided by Operating Activities		(457,763	)		1,688,492
Net Cash used in Operating Activities		(15,362	)		(457,763	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property, Plant and Equipment		(~~544~~333,~~472~~627	)		(~~630~~544,~~626~~472	)
Proceeds from Sale of Equipment		2655,000			26,000
Change in Cash Surrender Value of Life Insurance		4015,~~875~~525			840,~~675~~875
Net Cash used in Investing Activities		(~~477~~263,~~597~~102	)		(~~621~~477,~~951~~597	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Line of Credit Origination Costs		~~(36,000~~-	)		-(36,000	)
Proceeds from Short-Term Debt		1853,~~624,351~~706			~~323~~1,~~626~~624,351
Dividends Paid		(~~129~~77,~~900~~940	)		(77129,~~940~~900	)
Payments on Short-Term Debt		(1,~~095~~129,~~717~~262	)		(~~863~~1,~~527~~095,717	)
Net Cash provided by (used in) Financing Activities		362,734			(617,841	)
Net Cash (used in) provided by Financing Activities		(353,496	)		362,734

II-1713

PARADISE, INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

	FOR THE YEARS ENDED
	DECEMBER 31,
	2017			2016
	2018			2017
NET CHANGE IN CASH		(~~572~~631,~~626~~960	)		~~448~~(572,~~700~~626	)
CASH, at Beginning of Year		98,~~240~~668,~~638~~012			89,~~791~~240,~~938~~638
CASH, at End of Year	$	8,~~668~~036,~~012~~052		$	98,~~240~~668,~~638~~012
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Year for:
Income Taxes	$	~~396~~164,~~225~~260		$	~~718~~396,~~046~~225
Interest	$	0		$	0

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

II-1814

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 1:

SIGNIFICANT ACCOUNTING POLICIES

Paradise, Inc. operations are conducted through two business segments, candied fruit and molded plastics. The primary operation of the fruit segment is production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking. Also, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preserves, dairies, drink manufacturers, etc. The molded plastics segment provides production of plastic containers for the Company’s products and other molded plastics for sale to unaffiliated customers. Substantially all of the Company’s customers are located in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of all material intercompany accounts, transactions and profits.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The aggregated net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivables, payables, accrued expenses and short-term borrowings. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

~~II-19~~Cash and Cash Equivalents

Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less.

II-15

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 1:

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable and Revenue Recognition

Management considers the remaining accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of December 31, ~~2017~~2018 and ~~2016~~2017. If accounts become uncollectible, they will be charged to operations when that determination is made. The Company does not have a policy to charge interest on past due amounts. Accounts Receivable are considered past due based on invoice terms.

The Company recognizes revenue upon the shipment or delivery of goods, depending on the agreed upon terms with its customers.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Cost includes material, labor, factory overhead and depreciation.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Generally, the straight-line method is used in computing depreciation. Estimated useful lives of property, plant and equipment range from 3 – 40 years.

Expenditures which significantly increase values or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the current earnings.

II-2016

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 1:

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill

Long-lived Assets

The Company’s long-lived assets other than goodwill are reviewed for potential impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. During the years ended December 31, ~~2017~~2018 and ~~2016~~2017, the Company determined that its long-lived assets were not impaired.

Selling Expenses

The Company considers freight delivery costs to be selling expenses and has included $~~590~~617,~~107~~218 (~~2017~~2018) and $~~611~~590,~~322~~107 (~~2016~~2017) in selling, general and administrative expenses in the accompanying statements of income.

Employee Benefit Plan

The Company has a 401(k) retirement plan for all eligible employees. Eligibility requirements for employees are based on completing 1,000 hours of service by the end of the first twelve months of consecutive employment and being at least 21 years old. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company provides a matching contribution subject to annual review of the Company’s financial performance. For the years ended December 31, ~~2017~~2018 and ~~2016~~2017, the Company incurred $2625,~~630~~271 and $2126,~~691~~630, respectively, in 401(k) expense.

Earnings Per Share

Basic and diluted earnings per common share are based on the weighted average number of shares outstanding and assumed to be outstanding of 519,600 shares at December 31, ~~2017~~2018 and ~~2016~~2017. There are no dilutive securities outstanding at December 31, ~~2017~~2018 and ~~2016~~2017.

II-2117

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Reclassifications~~Income Taxes

~~Certain~~The ~~minor~~Company’s ~~reclassifications~~provision ~~have~~for ~~been~~income ~~made~~taxes toincludes amounts payable or refundable for the ~~2016~~current ~~consolidated~~year, the effects of deferred taxes and impacts from uncertain tax positions. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial ~~statements~~statement inand ~~order~~tax tobasis ~~conform~~of the Company’s assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~the~~apply ~~classifications~~in ~~used~~the years in ~~2017~~which those differences are expected to reverse.

~~Impact~~The realization of ~~Recently~~certain ~~Issued~~deferred ~~Accounting~~tax ~~Pronouncements~~assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, the Company considers any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies.

InThe ~~May~~Company ~~2014,~~recognizes ~~the~~tax ~~Financial Accounting~~benefits ~~Standards~~in ~~Board~~its ~~(“FASB”)~~financial ~~issued~~statements ~~ASU~~from ~~No.~~uncertain ~~2014-09,~~tax ~~Revenue~~positions ~~from~~only ~~Contracts~~if ~~with~~it ~~Customers,~~is ~~which~~more ~~requires~~likely anthan ~~entity to~~not ~~recognize~~that the ~~amount~~tax ofposition ~~revenue~~will ~~to which it expects to~~ be ~~entitled~~sustained based ~~for~~on the ~~transfer~~technical merits of ~~promised~~the ~~goods or services to customers~~position. The ~~ASU~~amount ~~will~~the ~~replace~~Company ~~most~~recognizes ~~existing revenue recognition guidance in U.S. GAAP when it becomes effective. The revenue guidance~~ is ~~effective~~ ~~for~~measured ~~annual reporting periods beginning after December 15, 2017, with early adoption permitted~~ as of the ~~original~~largest ~~effective date~~amount ~~(annual~~of ~~reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods~~benefit ~~presented~~that oris asgreater athan 50 ~~cumulative-effect~~percent likely ~~adjustment as~~ of ~~the~~being ~~date~~realized ofupon ~~adoption~~resolution. ~~The~~Future ~~Company~~changes ~~adopted~~related to the ~~new~~expected ~~standard on January 1, 2018~~resolution onof auncertain ~~full~~tax ~~retrospective~~positions ~~basis.~~could ~~There~~affect ~~was~~tax noexpense ~~material~~in ~~financial~~the ~~impact~~period ~~from~~when ~~adopting~~ the ~~new~~change ~~revenue standards~~occurs.

The Company monitors for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. In ~~April~~response ~~2015,~~to the ~~FASB~~United ~~issued~~States tax reform ~~Accounting~~legislation ~~Standards~~enacted ~~Update~~on NoDecember 22, 2017 (“U.S. ~~2015-03~~tax reform”), ~~Simplifying~~ the ~~Presentation~~U.S. ofSecurities ~~Debt~~and ~~Issuance~~Exchange ~~Costs~~Commission (“~~ASU2015-03~~SEC”). ~~The~~issued ~~standard~~guidance ~~requires~~ that ~~debt~~allowed ~~issuance~~the ~~costs~~Company ~~related~~ to arecord ~~recognized~~provisional ~~debt~~amounts ~~liability~~for bethe ~~presented~~impacts inof ~~the~~U.S. ~~balance~~tax ~~sheet~~reform asif athe ~~direct~~full accounting ~~reduction~~could ~~from~~not be completed before the ~~carrying~~Company ~~amount~~filed oftheir ~~that~~2017 ~~debt~~financial ~~liability,~~statements. ~~consistent~~For ~~with~~provisions ~~debt~~of ~~discounts.~~the ~~The~~tax ~~recognition~~law ~~and~~where ~~measurement~~the ~~guidance~~Company ~~for~~was ~~debt~~unable ~~issuance~~to ~~costs~~make ~~are~~a ~~not~~reasonable ~~affected~~estimate byof the ~~amendments~~impact, inthe ~~this~~guidance ~~standards~~allowed ~~update.~~the ~~The~~ Company ~~evaluated~~to ~~this~~continue ~~ASU~~to ~~and~~apply ~~began~~the ~~early~~historical tax ~~adoption~~provisions ~~beginning~~in ~~with~~computing ~~the~~its ~~annual~~income ~~period~~tax ~~ended~~liability ~~December~~and deferred tax assets and liabilities as of December 31, ~~2016~~2017. The guidance ~~adoption~~allowed ofthe ~~this~~Company ~~ASU~~to ~~did~~finalize ~~not~~accounting ~~have~~for athe ~~material~~U.S. ~~impact~~tax onreform ~~the Company’s~~changes ~~financial~~within ~~position~~one oryear ~~results~~ of ~~operations~~the December 22, 2017 enactment date.

~~In July 2015, the FASB issued ASU No. 2015~~II-11, Simplifying the Measurement of Inventory, which amends FASB ASU Topic 330, Inventory. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This ASU should be applied prospectively with earlier application permitted. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.18

II-22

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 1:

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Impact of Recently Issued Accounting Pronouncements (Continued)~~Reclassifications

InCertain ~~November~~minor ~~2015, the FASB issued~~reclassifications ~~ASU~~have ~~No.~~been ~~2015-17,~~made ~~Income~~to ~~Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes, which simplifies~~ the ~~presentation of~~2017 ~~deferred~~consolidated income taxes. The ASU provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified balance sheet. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim and annual financial statements ~~that~~in ~~have~~order ~~not yet been issued. The new guidance may be applied either prospectively~~ to ~~all~~conform ~~deferred tax liabilities and assets or retrospectively~~ to ~~all periods presented. The Company adopted this ASU with retrospective application for~~ the ~~annual~~classifications ~~period~~used ~~ended~~in ~~December 31, 2016~~2018. ~~The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.~~

InImpact ~~February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)(ASU 2016-02). Under ASU 2016-2, an entity will be required to recognize right-~~of~~-use assets~~ ~~and~~Recently ~~lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific~~Issued ~~accounting~~Accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company continues to make progress in their due diligence and assessment of the impact of the new standard across its operations and the consolidated financial statements, which will consist primarily of recording right of use assets and corresponding lease liabilities on the balance sheet for operating leases.Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. The revenue guidance is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date (annual reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. The Company adopted the new standard on January 1, 2018 on a full retrospective basis. There was no material financial impact from adopting the new revenue standard.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)(ASU 2016-02). Under ASU 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company has evaluated the effect of this standard at December 31, 2018. There was no material financial impact.

II-2319

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 2:

INVENTORIES

	2017		2016
	2018		2017
Supplies	$	~~194~~203,~~346~~562	$	~~165~~194,~~446~~346
Raw Materials		56,~~855~~509,~~658~~732		5,~~254~~855,~~103~~658
Work in Progress		1885,~~077,716~~655		1,~~026~~077,~~657~~718
Finished Goods		21,~~079~~732,~~559~~584		12,~~858~~400,~~827~~924
Total	$	9,~~207~~331,~~279~~533	$	89,~~305~~528,~~033~~646

Included in Finished Goods inventory are estimated returns related to the Provision for Sales Returns totaling $~~854~~746,~~558~~985 (~~2017~~2018) and $~~920~~1,~~657~~175,925 (~~2016~~2017).

Substantially all inventories are pledged as collateral for certain short-term obligations.

NOTE 3:

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	2017		2016
	2018		2017
Land and Improvements	$	656,040	$	656,040
Buildings and Improvements		7,~~944~~921,~~723~~697		7,~~611~~944,~~446~~723
Machinery and Equipment		13,~~289~~502,~~669~~773		13,~~075~~289,~~187~~669
Vehicles		~~705~~767,~~189~~615		~~749~~705,~~274~~189
Furniture and Fixtures		~~721~~734,~~511~~254		721,511
Total		23,~~317~~582,~~132~~379		2223,~~813~~317,~~458~~132
Less: Accumulated Depreciation		19,~~045~~455,~~405~~531		1819,~~650~~045,~~822~~405
Net	$	4,~~271~~126,~~727~~848	$	4,~~162~~271,~~636~~727

All of the real property, machinery and equipment are pledged as collateral for the Company’s short-term debt obligations.

Depreciation expense for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 was $~~409~~410,~~381~~126 and $~~392~~409,~~470~~381, respectively.

II-2420

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 4:

SHORT-TERM DEBT

	2017		2016
	2018		2017
Letters of credit and other short-term debt under a revolving line of credit with a bank.	$	~~541~~284,~~572~~016	$	42541,~~938~~572
TOTAL	$	~~541~~284,~~572~~016	$	42541,~~938~~572

On July 31, 2017, Paradise, Inc. renewed its revolving line of credit with SunTrust Bank through July 31, 2019. This renewal provides for a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus the lessor of $6,000,000 or 50% of the Company’s eligible inventory from January 1 to May 31 and 60% from June 1 to December 31 of each year. Within this agreement are letters of credit with a limit of $1,750,000. The ~~agreement~~Company’s isborrowings are secured by all of the assets of the Company and requires that certain conditions ~~are~~ be met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants including an agreement not to encumber a mortgage on the property without bank approval. The Company was in compliance with these covenants at December 31, ~~2017~~2018. Interest is payable monthly at the bank’s LIBOR plus 1.75%.

Amortization expense of loan origination costs for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 was $618,000 and $86,000, respectively.

II-2521

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 5:

OPERATING LEASES

The Company leases certain automobiles and office equipment under operating leases ranging in length from thirty-six to sixty months. Lease payments charged to operations amounted to $7972,~~457~~687 (~~2017~~2018) and $8479,~~330~~457 (~~2016~~2017), respectively.

At December 31, ~~2017~~2018, future minimum payments required under leases with terms greater than one year are as follows:

Years Ending	Operating
December 31,	Leases
2018	$	43,285
2019	$	34,950
2019		23,372
2020		12,846
2020		6,966
2021		980
Total Minimum Lease Payments	$	7348,~~623~~776

NOTE 6:

ACCRUED EXPENSES

Accrued Expenses consisted of the following:

	2017		2016
	2018		2017
Accrued Payroll and Bonuses	$	196,558	$	231,245
Accrued Payroll	$	222,042	$	196,558
Accrued Brokerage Payable		~~181~~210,~~900~~040		~~230~~181,~~432~~900
Coupon Reimbursement		4156,~~325~~166		6041,~~000~~325
Accrued Credits Due to Customers		70,000		167,500
Total	$	488,248	$	419,783
Total	$	489,783	$	689,177

II-2622

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 7:

PROVISION FOR FEDERAL AND STATE INCOME TAXES

The Company’s provision (benefit) for income taxes was as follows:

	2017			2016
	2018			2017
Current Federal Taxes	$	~~268~~106,~~609~~157		$	~~522~~168,~~999~~909
Current State Taxes		~~34,767~~-			8517,~~313~~701
Current Provision		~~303~~106,~~376~~157			~~608~~186,~~312~~610
Deferred Federal Taxes		(13166,~~100~~234	)		48(38,~~060~~667	)
Deferred State Taxes		(143,~~399~~537	)		5(4,~~131~~128	)
Deferred Provision		(14209,~~499~~771	)		53(42,~~191~~795	)
Total Provision	$	288,877		$	661,503
Total Provision (Benefit)	$	(103,614	)	$	143,815

The income tax provision (benefit) differs from the amount of tax determined by applying the Federal statutory rate as follows:

	2017			2016
	2018			2017
Statutory tax	$	~~307~~(150,~~543~~680	)	$	~~601~~155,~~245~~934
State income tax, net of federal tax		32(39,~~835~~464	)		6416,~~192~~648
Nondeductible expenses		(460,~~463~~342	)		~~(23~~6,~~774~~390	)
Change in deferred taxes due to enacted changes in tax law		~~(47,033~~-	)		-(35,148	)
Other		(526,188	)		~~19,840~~(9	)
	$	~~288~~(103,~~877~~614	)	$	~~661~~143,~~503~~815

II-2723

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 7:

PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

Net deferred tax assets and liabilities were comprised of the following:

	2017			2016
	2018			2017
Current deferred tax assets (liabilities):
Allowance for Sales Returns and Related Provision for Return of Finished Goods	$	7567,~~226~~268		$	~~110~~103,~~819~~523
Inventory Valuation		~~184~~277,~~580~~475			~~244~~184,~~468~~580
Prepaid Expenses		(9849,~~653~~403	)		(~~112~~98,~~188~~653	)
Total deferred tax assets - current	$	161,153		$	243,099
Net Operating Loss		105,384			-
Non current deferred tax assets (liabilities):
Charitable Contribution		1,413			-
Tax over Book Depreciation and Amortization	$	(273,136	)	$	(369,581	)
Total deferred tax assets	$	402,137		$	189,450
Total deferred tax liabilities - noncurrent	$	(273,136	)	$	(369,581	)
Non current deferred tax liabilities:
Net deferred tax liability	$	(111,983	)	$	(126,482	)
Tax over Book Depreciation and Amortization	$	(276,053	)	$	(273,137	)
Total deferred tax liabilities – noncurrent	$	(276,053	)	$	(273,137	)
Net deferred tax asset (liability)	$	126,084		$	(83,687	)

~~The~~As ~~Company~~of ~~follows~~December ~~Accounting Standards Codification Topic 740~~31, ~~“Income~~2018 ~~Taxes” (“ASC Topic 740”). This standard provides interpretative~~and ~~guidance~~2017, ~~for~~we ~~the~~do ~~financial~~not ~~statement~~expect ~~recognition~~that ~~and~~any ~~measurement~~ of athe tax ~~position~~positions taken orby ~~expected~~the toCompany, beif ~~taken~~challenged, inwould aresult ~~tax~~in ~~return. For those benefits to be recognized,~~ a significant tax ~~position must be more-likely-than-not to be sustained upon examination by taxing authorities~~liability.

On December 22, 2017, federal legislation was enacted which reduced the corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. The Company revalued its December 31, 2017 deferred tax assets and liabilities applicable to future years based on the enactment of these rates. The effect to deferred income tax benefit was immaterial at the beginning of 2017.II-24

II-28

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 7: PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the determination of the ultimate tax effects is uncertain. We record our tax provision based on current and future income taxes that will be due. In the determination of our provision, we have taken certain tax positions in the consideration of the effects of income and expenses that have been recognized and included in the accompanying consolidated financial statements that may or may not be recognized in the determination of current or future income taxes. We record a liability for these unrecognized tax benefits when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We review our liability for unrecognized tax benefits quarterly and adjust it in light of changing facts and circumstances, such as the outcome of tax audit.

As of December 31, 2017 and 2016, we do not expect that any of the tax positions taken by the Company, if challenged, would result in a significant tax liability.

NOTE 8:

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, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc.

Molded Plastics		Production of plastics containers and other molded plastics for sale to various food processors and others.

II-2925

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 8:

BUSINESS SEGMENT DATA (CONTINUED)

	YEAR ENDED		YEAR ENDED
	2017		2016
	2018		2017
NET SALES IN EACH SEGMENT
Candied Fruit:
Sales to Unaffiliated Customers	$	1714,~~012~~954,~~007~~061	$	1516,~~957~~566,~~022~~096
Molded Plastics:
Sales to Unaffiliated Customers		45,~~952~~180,~~396~~937		74,~~273~~952,~~364~~396
Net Sales	$	2120,~~964~~134,~~403~~998	$	2321,~~230~~518,~~386~~492

	YEAR ENDED			YEAR ENDED
	2017			2016
	2018			2017
THE OPERATING PROFIT OF EACH SEGMENT IS LISTED BELOW
Candied Fruit	$	42,~~594~~869,~~138~~091		$	4,~~763~~148,~~316~~227
Molded Plastics		~~247~~396,~~972~~430			1247,~~276,401~~972
Operating Profit of Segments		43,~~842~~265,~~110~~521			64,~~039~~396,~~717~~199
General Corporate Expenses, Net		(3,~~905~~916,~~263~~150	)		(43,~~234~~905,~~000~~263	)
General Corporate Depreciation and Amortization Expense		(4057,~~801~~460	)		(4140,~~683~~801	)
Other Income		8,493			4,334
Other (Expense) Income		(9,435	)		8,493
Income Before Provision for Income Taxes	$	904,539		$	1,768,368
(Loss) Income Before Provision for Income Taxes	$	(717,524	)	$	458,628

II-3026

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 8:

BUSINESS SEGMENT DATA (CONTINUED)

Operating profit is composed of net sales, less direct costs and overhead costs associated with each segment. The candied fruit segment purchases items from the molded plastics segment at cost. These transactions are then eliminated during consolidation. Due to the high degree of integration between the segments of the Company, it is not practical to allocate general corporate expenses, interest, and other income between the various segments.

	YEAR ENDED		YEAR ENDED
	2017		2016
	2018		2017
Identifiable Assets of Each
Identifiable Assets of Each Segment are Listed Below:
Segment are Listed Below:
Candied Fruit	$	11,224,415	$	11,078,549
Candied Fruit	$	11,185,329	$	9,946,683
Molded Plastics		3,807,342		4,231,007
Molded Plastics		4,231,006		4,211,696
Identifiable Assets		15,031,757		15,309,556
Identifiable Assets		15,416,335		14,158,379
General Corporate Assets		9,751,985		10,222,173
General Corporate Assets		10,105,408		10,762,661
Total Assets	$	24,783,742	$	25,531,729
Total Assets	$	25,521,743	$	24,921,040

Included in Identifiable Assets of the Molded Plastics Segment is goodwill totaling $413,280 at both December 31, ~~2017~~2018 and ~~2016~~2017.

II-3127

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 8:

BUSINESS SEGMENT DATA (CONTINUED)

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.

	YEAR ENDED		YEAR ENDED
	2017		2016
	2018		2017
Depreciation and Amortization Expense of Each Segment are Listed Below:
Candied Fruit	$	216,~~607~~210	$	~~268~~216,~~124~~607
Molded Plastics		~~157~~154,~~973~~456		~~150~~157,~~866~~973
Segment Depreciation and Amortization Expense		~~374~~370,~~580~~666		~~418~~374,~~990~~580
General Corporate Depreciation and Amortization Expense		4057,~~801~~460		4140,~~683~~801
Total Depreciation and Amortization Expense	$	~~415~~428,~~381~~126	$	~~460~~415,~~673~~381

	YEAR ENDED		YEAR ENDED
	2017		2016
	2018		2017
Capital Expenditures of Each Segment are Listed Below:
Candied Fruit	$	~~492~~231,~~425~~504	$	~~270~~492,~~117~~425
Molded Plastics		4124,~~757~~294		~~278~~41,~~970~~757
Segment Capital Expenditures		~~534~~255,~~182~~798		~~549~~534,~~087~~182
General Corporate Capital Expenditures		1077,~~290~~829		8110,~~539~~290
Total Capital Expenditures	$	~~544~~333,~~472~~627	$	~~630~~544,~~626~~472

The Company conducts operations only within the United States. Foreign sales are insignificant; primarily all sales are to domestic companies.

II-3228

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

NOTE 9:

MAJOR CUSTOMERS

During ~~2017~~2018, the Company derived 1712% and 1012% of its consolidated revenues from each Walmart Stores, Inc. and Aqua Cal, Inc., respectively. During ~~2016~~2017, the Company ~~derived~~ 13derived 17% and 1810% of its consolidated revenues from Walmart Stores, Inc. and Aqua Cal, Inc., respectively. As of December 31, 2018 ~~2017~~ and ~~2016~~ 2017, Walmart Stores, Inc.’s accounts receivable balance represented 6362% and 5663% of total accounts receivable before ~~allowance~~ allowance for returns, respectively, and Aqua Cal, Inc.’s accounts receivable balance represented 98% and 139% of total accounts ~~receivable~~ receivable at December 31, ~~2017~~2018 and ~~2016~~2017, respectively.

NOTE 10:

MAJOR VENDORS

During ~~2017~~2018 and ~~2016~~2017, the Company purchased 3553% and 4835% of its inventory from three suppliers. At December 31, ~~2017~~2018 and ~~2016~~2017, amounts owed to these suppliers is 1032% and 3810% of total accounts payable, respectively.

NOTE 11:

CONCENTRATION OF CREDIT RISK

Cash is maintained at a major financial institution and, at times, balances may exceed federally insured limits. The Company’s deposits in excess of federally insured limits at December 31, ~~2017~~2018 and ~~2016~~2017 were approximately $87,~~188~~639,000 and $8,~~794~~188,000, respectively.

~~NOTE 12: SUBSEQUENT EVENT~~II-29

On April 2, 2018, Paradise, Inc. declared a regular dividend of $0.15 per share to stockholders of record on April 13, 2018.

II-33

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.

Controls and Procedures

~~Evaluation~~(a) Evaluation of Disclosure Controls and Procedures

~~Our~~Pursuant ~~management~~to ~~carried~~Rule ~~out~~13a-15(b) anunder ~~evaluation,~~the ~~under~~Exchange Act, the ~~supervision~~Company ~~and~~carried out an evaluation, with the participation of ~~our~~the Company’s management, including the Company’s President and Chief Executive Officer (“CEO”) and ~~our~~ Chief Financial Officer (“CFO”), of ~~the~~ the effectiveness of ~~our~~the Company’s disclosure controls and procedures (as ofdefined ~~the~~under ~~end of our year ended December 31, 2017 pursuant to Exchange Act~~ Rule 13a-15(e). ~~Based~~under ~~upon~~the ~~that~~Exchange ~~evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as~~Act) as of the end of ~~our~~the ~~year~~period ~~ended~~covered ~~December~~by ~~31,~~this ~~2017, our disclosure controls and procedures were effective~~report.

~~The~~Disclosure ~~term “disclosure~~ controls and procedures,” mean ~~as defined under~~ the ~~Exchange~~methods ~~Act, means controls and other procedures of an issuer that are~~ designed to ensure that information ~~required~~that tothe beCompany ~~disclosed~~is byrequired ~~the~~to ~~issuer~~disclose in the reports that it files orwith the ~~submits~~Securities ~~under~~and ~~the~~ Exchange ~~Act~~ Commission is recorded, processed, summarized and reported, within the time periods ~~specified in the Securities and Exchange Commission’s rules and forms~~required. ~~Disclosure~~Our controls and procedures include, without limitation, controls and procedures designed to ensure that all information required to be disclosed by anus ~~issuer~~ in the reports that itwe ~~files~~file with or ~~submits~~submit ~~under~~to the Securities and Exchange ~~Act~~Commission is accumulated and communicated to ~~the issuer’s~~ our management, including ~~its~~our principal executive and principal financial officers, orto ~~persons~~allow timely decisions regarding disclosure. ~~performing~~Our ~~similar~~controls ~~functions,~~and asprocedures ~~appropriate~~are also designed to ~~allow~~provide ~~timely~~reasonable ~~decisions~~assurance ~~regarding~~of ~~required~~the ~~disclosure~~reliability of our financial reporting and accurate recording of our financial transactions.

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

~~There~~Subsequent ~~have~~to ~~been~~the noinitial ~~changes~~filing of the Company’s annual report on Form 10-K for the year ended December 31, 2017, management identified a material weakness in internal control relevant to the Company’s timeliness of the issuance and related year end accrual of credit memos for ~~our~~customer returns, allowances, discounts and incentives that related to 2017 sales. This weakness in internal control ~~over~~resulted in a material misstatement of the financial ~~reporting~~statements ~~that~~and ~~occurred~~required ~~during~~restatement of the financial statements included in the Company’s Form 10-K for the year ended December 31, 2017 ~~that~~and ~~have~~in ~~materially~~the ~~affected~~Company’s Form 10-Q for the quarterly period ended March 31, 2018. orThese ~~are~~misstatements, ~~reasonable~~which ~~likely~~were tonot ~~materially~~detected ~~affect~~timely by management, ~~our~~were the result of inadequate design of controls pertaining to the Company’s review and ongoing monitoring of its procedures. The deficiency represents a material weakness in the Company’s internal control over financial reporting.

~~Management’s Annual Report on Internal Control over Financial Reporting~~II-30

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. Management’s evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that:

II-34

Item 9A.

Controls and Procedures (Continued)

~~Management’s~~(a) ~~Annual Report on Internal~~Evaluation ~~Control~~of ~~over~~Disclosure ~~Financial~~Controls ~~Reporting~~and Procedures (Continued)

As of December 31, 2018, Management implemented and integrated additional procedures around the reporting and tracking of credit memos for returns, allowances, discounts and incentives to ensure that all amounts are properly recorded and remediate the material weakness identified above. As of December 31, 2018 and based upon its evaluation of the Company’s disclosure controls and procedures, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

Management’s Annual Report on Internal Control over Financial Reporting

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. Management’s evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of our year ended December II-31~~, 2017, our internal control over financial reporting was effective.~~

Item 9A.

Controls and Procedures (Continued)

(b) Changes in Internal Control over Financial Reporting (Continued)

Management’s Annual Report on Internal Control over Financial Reporting (Continued)

Because of its inherent limitations, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the year ended December 31, 2018, our internal control over financial reporting was effective.

Management’s Annual Report on Internal Control Over Financial Reporting does not include an attestation report from the Company’s registered public accounting firm Warren Averett, LLC.

Important Considerations

The effectiveness of our disclosure and procedures and our internal control over financial reporting is subject to various inherent limitations, include cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

Item 9B.

Other Information

Not applicable.

II-3532

PART III

Item 10.

Directors and Executive Officers of the Registrant

Directors of the Registrant
Melvin S. Gordon –	Chairman and Director of the Registrant, 8485 years old. ~~Term of office will expire at next stockholders’ meeting. Officer with Registrant past 53 years.~~
Eugene L. Weiner –	Vice-President of the Registrant, 86 years old. Term of office will expire at next stockholders’ meeting. Officer with Registrant past 52 years.
	Term of office will expire at next stockholders’ meeting.
Randy S. Gordon –	CEO and President of the Registrant, 62 years old. Term of office will expire at next stockholders’ meeting. Employee or officer of Registrant past 39 years.
	Officer with Registrant past 54 years.
Tracy W. Schulis –	Senior Vice-President and Secretary of the Registrant, 60 years old. Term of office will expire at next stockholders’ meeting. Employee or officer of Registrant past 38 years.
Eugene L. Weiner –	Vice-President of the Registrant, 87 years old.
Mark H. Gordon –	Executive Vice-President of the Registrant, 55 years old. Term of office will expire at next stockholders’ meeting. Employee or Officer of Registrant past 32 years.
	Term of office will expire at next stockholders’ meeting.
Executive Officers of the Registrant
	Officer with Registrant past 53 years.
Randy S. Gordon –	CEO and President, ~~62 years old. Term~~ of ~~office~~the ~~will expire at next annual directors’ meeting. Employee or officer of~~ Registrant, ~~past~~63 39 years old.
Eugene L. Weiner –	Vice-President, 86 years old. Term of office will expire at next annual directors’ meeting. Officer with Registrant past 52 years.
	Term of office will expire at next stockholders’ meeting.
Tracy W. Schulis –	Senior Vice-President and Secretary, 60 years old. Term of office will expire at next annual directors’ meeting. Employee or officer of Registrant past 38 years.
	Employee or officer of Registrant past 40 years.
Mark H. Gordon –	Executive Vice-President, 55 years old. Term of office will expire at next annual directors’ meeting. Employee or Officer of Registrant past 32 years.
Tracy W. Schulis –	Senior Vice-President and Secretary of the Registrant,
Jack M. Laskowitz –	CFO and Treasurer, 61 years old. Term of office will expire at next annual directors’ meeting. Employee or officer with Registrant past 17 years.
	61 years old. Term of office will expire at next stockholders’
	meeting. Employee or officer of Registrant past 39 years.
Mark H. Gordon –	Executive Vice-President of the Registrant, 56 years old.
	Term of office will expire at next stockholders’ meeting.
	Employee or officer of Registrant past 33 years.

The employment histories with, and significant contributions to, the Company by each of the individuals above are the basis for the Company’s decision to nominate such individuals for election to the Board.

Executive Officers of the Registrant

Randy S. Gordon –	CEO and President, 63 years old.
	Term of office will expire at next annual directors’ meeting.
	Employee or officer of Registrant past 40 years.

Eugene L. Weiner –	Vice-President, 87 years old.
	Term of office will expire at next annual directors’ meeting.
	Officer with Registrant past 53 years.

Tracy W. Schulis –	Senior Vice-President and Secretary, 61 years old.
	Term of office will expire at next annual directors’ meeting.
	Employee or officer of Registrant past 39 years.

Mark H. Gordon –	Executive Vice-President, 56 years old.
	Term of office will expire at next annual directors’ meeting.
	Employee or officer of Registrant past 33 years.

Jack M. Laskowitz –	CFO and Treasurer, 62 years old.
	Term of office will expire at next annual directors’ meeting.
	Employee or officer with Registrant past 18 years.

III-1

Item 10.

Directors and Executive Officers of the Registrant (Continued)

Family Relationships

Melvin S. Gordon is the father of Randy S. Gordon and Mark H. Gordon.

~~Audit~~Board ~~Committee~~Independence ~~Financial~~and ~~Expert~~Committees

~~Rules~~All ~~adopted~~Directors byof the ~~Securities~~Company ~~and~~are ~~Exchange~~executive ~~Commission~~officers (of the ~~“SEC”)~~Company, toexcept ~~implement~~for ~~sections~~Melvin ofS. ~~the~~Gordon, ~~Sarbanes-Oxley~~who ~~Act~~is ~~of 2002 (~~the ~~“Act”) require~~beneficial ~~disclosure~~owner of ~~whether~~37.1% of the Company’s common ~~has~~stock. As ana ~~audit~~result, ~~committee~~none ~~financial~~of ~~expert~~the ~~on its audit committee. The~~ Company’s ~~has~~Directors ~~not~~are ~~formally designated~~“independent” anas ~~audit committee; however, the Act stipulates~~ that ifterm nois ~~such~~defined ~~committee exists, then~~ in the ~~audit~~listing ~~committee~~standards isfor ~~the~~NASDAQ ~~entire board of directors~~companies.

The Company does not have a standing audit committee and has not adopted a written charter relating to the Board’s audit duties. Instead, the entire Board of Directors ~~has~~acts ~~determined~~as ~~that~~an ~~Eugene~~audit L.committee ~~Weiner~~for the purpose of overseeing the accounting and financial reporting processes, isrisk oversight of the Company, audits of the financial statements of the Company, and the independence of the Company’s auditors. The Securities and Exchange Commission (the “Commission”) has adopted regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an “audit committee financial expert”. serving ~~Eugene~~on Lits audit committee. ~~Weiner~~In isconnection awith ~~Director and~~these ~~also~~requirements, athe ~~Vice-President~~Company’s Board of Directors examined the ~~Company~~Commission’s definition of “audit committee financial expert” and ~~therefore~~the isBoard concluded that Mr. Eugene Weiner, although not independent, otherwise ofqualifies ~~management~~as an “audit committee financial expert.”

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to all executive officers, directors and employees of the Company. The Company hereby undertakes to provide to any person without charge, upon request, a copy of its Code of ~~Business~~Ethics. Such request should ~~Conduct~~be made by contacting the Company’s President and ~~Ethics~~CEO, isRandy ~~attached~~S. asGordon, anat ~~exhibit~~the toCompany’s ~~this~~principal ~~Annual~~offices ~~Report~~(1200 onW. Dr. ~~Form~~Martin 10Luther King, Jr. Blvd, Plant City, Florida 33563, telephone number (813) 752-K1155).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. The Company believes that, during its most recently completed fiscal year ended on December 31, 2018, no Section 16(a) reports were required to be filed by its officers, directors, and greater than ten percent beneficial owners.

III-2

Item 11.

Executive Compensation

(a) and (b) The following summary compensation table sets forth all remuneration paid or accrued by the Company and its subsidiaries for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 to its Chief Executive Officer, ~~and~~ the ~~four~~two other highest paid executive officers whose total remuneration exceeded $100,000 (collectively with the CEO, the “named executive officers”), and the Company’s Chief Financial Officer, Mr. Laskowitz.

COMPENSATION

							ALL OTHER		TOTAL
NAME AND PRINCIPAL							COMPENSATION		COMPENSATION
POSITION	YEAR		SALARY		BONUS		( 1 and 2 )		( 1 and 2 )
Randy S. Gordon,
President and Chief	~~2017~~			~~220,855~~		~~49,246~~		~~30,559~~
Executive Officer	~~2016~~	2018		~~209~~214,~~464~~548		~~62,421~~-		3029,~~763~~343		243,891
Mark H. Gordon,
		2017		220,855		49,246		30,559		300,660
Executive Vice-President	2017			213,150		46,646		28,821
Mark H. Gordon,
	2016			202,070		55,746		30,190
Executive Vice-President		2018		214,548		-		29,485		244,033
Tracy W. Schulis,
		2017		213,150		46,646		28,821		288,617
Senior Vice-President	2017			213,542		52,441		45,496
Tracy W. Schulis,
and Secretary	2016			202,070		65,043		45,624
Senior Vice-President and Secretary		2018		214,548		-		44,558		259,106
Jack M. Laskowitz,
		2017		213,452		52,441		45,496		311,389
Chief Financial Officer	2017			137,260		26,822		14,147
Jack M. Laskowitz,
	2016			130,936		34,498		14,712
Chief Financial Officer		2018		137,260		-		14,008		151,268
		2017		137,260		26,822		14,147		178,229

NOTES TO THE ABOVE TABLE

Includes personal use of Company automobiles and PS-58 costs.

2. All Other Compensation includes life insurance premiums paid on behalf of the officers in accordance with the Company’s 162 bonus plan, ~~along~~premiums ~~with~~on long term disability policies, plus matching contributions provided for by the Company’s 401(k) Retirement Savings Plan.

III-3

Item 11.

Executive Compensation (Continued)

Employment Agreements and Retention Agreement

On April 5, 2018, the Company entered into new employment agreements with Randy S. Gordon, President and Chief Executive Officer, Mark H. Gordon, Executive Vice President, and Tracy W. Schulis, Senior Vice President, in each case effective as of January 1, 2018. Each agreement has an initial term of two years. Thereafter, the agreements automatically renew for successive two-year terms, unless the Company provides to the executive at least one hundred twenty days prior to expiration of the term written notification that it intends not to renew such executive’s agreement. Under the agreements, the initial base salary of each executive is $215,000, each executive is eligible to earn an annual bonus with a target bonus amount of $50,000 but with the actual bonus amount to be determined by the Company’s Board of Directors in its sole discretion, and each is entitled to participate in and receive payments from any incentive compensation plans as may be adopted by the Company and available to other employees of the Company. In addition to benefits available to employees of the Company generally, each agreement provides for life insurance coverage, with all premiums paid by the Company, plus payment of membership dues for a country club or similar club. Life insurance premiums and membership dues are subject to a tax gross-up payment. Each agreement contains a non-compete provision for one year following termination.

Under the agreements, in the event of the termination of the executive’s employment (i) by the Company (including by non-renewal) other than for cause (as defined in the employment agreements) or (ii) by the executive upon (a) a good faith determination by such employee that there has been a material breach of his employment agreement by the Company, (b) a material adverse change in such employee’s working conditions or status, (c) a significant relocation of such employee’s principal office, or (d) during the twenty-four month period following a change of control (as defined in the employment agreements), a good faith determination by him that there has been any of the following: a breach of his employment agreement by the Company, any adverse change in his working conditions, status, authority, duties, responsibilities, or any requirement that he relocate his principal office to a location that is more than twenty miles from the location of his principal office immediately prior to the change of control, then such employee will be paid (subject to a Section 280G cap), a one-time, lump-sum severance payment equal to the sum of his annual base salary in effect at the time of such termination plus his average bonus for the two fiscal years immediately preceding such termination, and will receive up to twelve months of benefits continuation. Under the agreements, each executive will be entitled to any earned but unpaid bonus at the time of his termination unless he is terminated by the Company for cause.

Effective as of October 31, 2017, the Company entered into a retention agreement with Jack M. Laskowitz, Chief Financial Officer. Mr. Laskowitz is not a named executive officer of the Company. Pursuant to the retention agreement, Mr. Laskowitz would be entitled to a bonus in the amount of $75,000 upon a change of control so long as Mr. Laskowitz remains employed by the Company through the closing date of such transaction and otherwise complies with the requirements set forth in the retention agreement, including execution and delivery of a general release of claim.

Outstanding Equity Awards at Fiscal-Year End

There were no outstanding equity awards at December 31, 2018 for any of the named executive officers or Mr. Laskowitz.

III-4

Item 11.

Executive Compensation (Continued)

Director Compensation

All Directors of the Company, except for Melvin S. Gordon, are also executive officers of the Company and do not receive any additional compensation in their role as Directors.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) The following table sets forth as of ~~December~~March 31, ~~2017~~2019, information concerning the beneficial ownership of the common stock of the Company by the persons who own, are known by the company to own, or who the Company has been advised have filed with the S.E.C. declarations of beneficial ownership, of more than 5% of the outstanding common stock.

		AMOUNT & NATURE
NAME AND ADDRESS OF	TITLE OF	OF BENEFICIAL			PERCENT
BENEFICIAL OWNER	CLASS	OWNERSHIP (1)			OF CLASS

Melvin S. Gordon	Common
2611 Bayshore Blvd.
Tampa, Florida			192,742	(1)		37.1	%

TOTAL			192,742			37.1	%

Salvatore Muoio	Common
c/o S. Muoio & Co. LLC
509 Madison Ave. Suite 406
New York, NY 10022			40,740	(2)		7.8	%

TOTAL			40,740			7.8	%

(1)

Includes 141,760 shares owned by the Helen A. Weaner Family Partnership, Ltd., Mr. Melvin S. Gordon, trustee.

(2)

The nature of the beneficial ownership for all shares is sole voting and investment power.

III-45

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Continued)

(b)

Beneficial ownership of common stock held by all directors and officers of the Company as a group:

		AMOUNT & NATURE
	TITLE OF	OF BENEFICIAL			PERCENT
	CLASS	OWNERSHIP (1)			OF CLASS

Directors and Officers as a Group	Common		206,109			39.7	%

Melvin S. Gordon	Common		192,742	(2)		37.1	%

Eugene L. Weiner	Common		307			-

Randy S. Gordon	Common		7,400			1.4

Tracy W. Schulis	Common		2,060			0.4

Mark H. Gordon	Common		3,600			0.7

(1)

The nature of the beneficial ownership for all shares is sole voting and investment power.

(2)

Includes 141,760 shares owned by the Helen A. Weaner Family Partnership, Ltd., Mr. Melvin S. Gordon, trustee.

(c)

The Company knows of no contractual arrangements which may at a subsequent date result in a change in control of the Company.

III-56

Item 13.	Certain Relationships and Related Transactions
	None
Item 14.	Principal Accountant Fees and Services

Item 13.

Certain Relationships and Related Transactions

None

Item 14.

Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed for professional services rendered by Warren Averett, LLC for the audits of the Company’s annual consolidated financial statements and review of consolidated financial statements included in the Company’s Form 10-K and Forms 10-Q for fiscal years ~~2017~~2018 and ~~2016~~2017 were $~~157~~177,~~443~~598 and $~~147~~157,~~470~~443, respectively. At the time of this filing, not all audit fees had been billed for the ~~2017~~2018 fiscal year.

All Other Fees

Fees billed by Warren Averett, LLC for other products and services provided during the years ended December 31, ~~2017~~2018 and ~~2016~~2017 were approximately $2729,~~681~~490 and $2627,~~200~~681, respectively.

The Company has not formally designated an audit committee and as a result, the entire board of directors performs the duties of an audit committee. It’s the Board’s policy to pre-approve all services provided by our auditors.

III-67

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Exhibit (3) –	Articles of Incorporation and By-Laws (Incorporated by reference from Exhibits to Paradise, Inc.’s Annual Report on Form 10-KSB for the year ended December 31, 1993, filed on March 31, 1994)
Exhibit (11) –	Statement Re: Computation of Per Share Earnings (Incorporated by reference from Exhibits to page II-22 of this Form 10-K)
Exhibit (10.1) –	Employment Agreement, effective as of January 1, 2018, between the Company and Randy S. Gordon (Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 9, 2018)
Exhibit (10.2) –	Employment Agreement, effective as of January 1, 2018, between the Company and Mark H. Gordon (Incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 9, 2018)
Exhibit (10.3) –	Employment Agreement, effective as of January 1, 2018, between the Company and Tracy W. Schulis (Incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 9, 2018)
Exhibit (10.4) –	Retention Agreement, dated as of October 31, 2017, between the Company and Jack M. Laskowitz (Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 7, 2018)
Exhibit (14) –	Code of Ethics - The Company hereby undertakes to provide to any person without charge, upon request as specified in Item 10 of this Annual Report on Form 10-K, a copy of its Code of Ethics
Exhibit (31.1) –	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)
Exhibit (31.2) –	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith)
Exhibit (32.1) –	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith)
Exhibit (32.2) –	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith)

Exhibit (EX-101.INS) – XBRL Instance Document

Exhibit (EX-101.SCH) – XBRL Taxonomy Extension Schema

Exhibit (EX-101.CAL) – XBRL Taxonomy Extension Calculation Linkbase

Exhibit (EX-101.DEF) – XBRL Taxonomy Extension Definition Linkbase

Exhibit (EX-101.LAB) – XBRL Taxonomy Extension Label Linkbase

Exhibit (EX-101.PRE) – XBRL Taxonomy Extension Presentation Linkbase

III-78

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 2, 2018		PARADISE, INC.
April 1, 2019	PARADISE, INC.
Date
	/s/ Randy S. Gordon	~~/s/ Randy S. Gordon~~
	Randy S. Gordon	~~Randy S. Gordon~~
	President and Chief Executive Officer	~~President and Chief Executive Officer~~

In accordance with the Exchange Act this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Melvin S. Gordon	Chairman and Director	April 21, ~~2018~~2019
Melvin S. Gordon		Date
/s/ Eugene L. Weiner	Vice-President	April 21, ~~2018~~2019
Eugene L. Weiner	and Director	Date
/s/ Randy S. Gordon	CEO, President and Director	April 21, ~~2018~~2019
Randy S. Gordon		Date
/s/ Tracy W. Schulis	Senior Vice-President,	April 21, ~~2018~~2019
Tracy W. Schulis	Secretary and Director	Date
/s/ Mark H. Gordon	Executive Vice-President	April 21, ~~2018~~2019
Mark H. Gordon	and Director	Date
/s/ Jack M. Laskowitz	CFO and Treasurer	April 21, ~~2018~~2019
Jack M. Laskowitz		Date

III-89

Filing Compare · PARADISE INC