UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):

[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR

For Period Ended: December 31, 1998

[ ]  Transition  Report  on Form  10-K
[ ]  Transition  Report  on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q
[ ]  TransitionReport on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

PART I - REGISTRATION INFORMATION


Full Name of Registrant:
                               Synergy Brands Inc.
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Former Name if Applicable:

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Address of Principal Executive Officer (Street and Number):

                            10850 Perry Way, Ste. 203
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City, State and Zip Code:

                           Wexford, Pennsylvania 15090
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PART II - RULES 12-25(B) AND (C)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[ X ]    (b) The  subject  annual  report,  semi-annual  report,  transition
         report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
         will be filed on or before the  fifteenth  calendar day  following  the
         prescribed  due date,  or the subject  quarterly  report of  transition
         report on Form 10- Q, or portion thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

         (c) The  accountant's  statement  or  other  exhibit  required  by Rule
         12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

All  information  necessary to formulate the Form 10-K could not be gathered and
structured into form without  unreasonable delay because of, among other causes,
strife in the Dominican  Republic  causing  delays in  generating  the financial
information  on the  Registrant's  business  operations  there  requested by the
auditors.





PART IV -
OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

Randall J. Perry                       (201)                    939-7200
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(Name)                              (Area Code)             (Telephone Number)


(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                    [ X ] Yes  [  ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                                    [   ] Yes [ X ] No

If so, attach an explanation of the anticipated  changes,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                               Synergy Brands Inc.
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereto duly authorized.

Date:  3/31/99                      By: /s/ Mitchell Gerstein, V.P.
                                    -------------------------------
                                            Mitchell Gerstein, V.P.