SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                        Date of Report: November 20, 2002

                              Synergy Brands, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                            0-19409                   22-2993066
(State of incorporation)     (Commission File No.)           (IRS Employer
                                                            Identification No.)

                1175 Walt Whitman Road, Melville, New York 11747
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (631) 424-5500

                                 Not Applicable
          (Former name or former address, if changed since last report)



Item 5. Other Events

     The Company  received a Nasdaq Staff  Determination  on November 20th, 2002
indicating  that it fails to comply  with the minimum  stockholders'  equity and
minimum bid price  requirements for continued  listing set forth in Market place
rule  4310(c)(2)(B)  and  4310(c)(4),  and that its securities  are,  therefore,
subject to delisting from the Nasdaq small-cap market. The company has requested
a  hearing  before  the  Nasdaq   qualification  panel  to  review  the  staff's
determination.  There is no  assurance  that the panel will grant the  Company's
request for  continued  listing.  The hearing  request will,  however,  stay the
delisting pending the Panel's decision.

     The minimum bid requirement under Nasdaq's  Small-cap market place rules is
$1. The Company's  stock needs to achieve a $1 bid price by December 11th,  2002
and remain as such for 10  consecutive  days in order to comply with the minimum
bid  price   requirements   under  Marketplace  Rule  4310(c)(4).   The  minimum
Stockholders'  Equity requirement is $2.5 million.  The Company is attempting to
eliminate  $837,939 of accounts  payable related to prior contracts with certain
other entities for online advertising due to lack of performance and termination
rights,  which  the  Company  is  confident  they can  accomplish.  The  planned
elimination  of the  $837,939 in payables  would  increase  equity to about $2.8
million which would comply under Market Place rule 4310 (c)(2)(B).

     Management  believes  that  preserving  the  Company's  Nasdaq  listing  is
extremely  important to the Company's  business and will use its best efforts to
comply with all Market Place rules.

                                      -1-


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                              Synergy Brands, Inc.

                              By: /s/ Mair Faibish
                                  ----------------
                                      Mair Faibish
                             Chairman of the Board

                            By: /s/ Mitchell Gerstein
                                ---------------------
                                    Mitchell Gerstein
                              Chief Financial Officer

Dated:  November 20, 2002