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: January 3, 2003

                              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

     On November 25, 2002 the  Registrant,  Synergy  Brands Inc. filed notice on
Form 8-K of their receipt of a NASDAQ Staff  determination  indicating that such
Company failed to comply with NASDAQ continued listing standards, which included
indication in the Company's  filed 10QSB report for the quarter ended  September
30, 2002 that the Company failed to maintain  stockholders  equity of $2,500,000
or more. In such prior Form 8-K report,  the Company referenced their attempt to
eliminate  accounts  payable  sufficient to increase  shareholders  equity above
minimum NASDAQ continued listing  standrards,  which accounts payable related to
prior contracts being carried on the Company's  balance sheet but which payables
were questioned as to their present  existance and  enforceability.  $592,689 of
such  questioned  accounts  payable  have  now  been  eliminated  by  settlement
agreement with About.com as one of the questioned  accounts and such elimination
of previously listed debt is now reflected in the proforma balance sheet for the
Company  as  of  September  30,  2002  included  herewith  as  an  exhibit,  the
elimination  of which has  increased  stockholders  equity for the Company as of
September 30, 2002 to $2,532,956 now exceedng NASDAQ minimum standards regarding
such  computation.  The attached  proforma  balance  sheet has been reviewed and
consented to by the  Company's  auditors.  There are still  further  outstanding
accounts  payable  which the  Company  believes  will be  eliminated  in similar
fashion to that of About.com and which will reflect an even larger  stockholders
equity for the Company.

Item 7.  Pro Forma Financial Information and Exhibits

     Attached as an exhibit is the Synergy Brands Inc. and Subsidiaries ProForma
Unaudited  Consolidated  Balance  Sheet as of September 30, 2002 together with a
copy of the Settlement and Release Agreement  referenced in Footnote (A) to such
pro forma  balance  sheet as the basis for the changes in finanical  information
therein reflected.


-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: January 3, 2003