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: April 24, 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 April 17,  2003  NASDAQ  Listing  Qualifications  Panel  responded  to a
request by Synergy Brands Inc. to extend time constraints imposed for compliance
with NASDAQ listing  standards by allowing until May 15, 2003 for the Company to
demonstrate  shareholder's  equity as of March  31,  2003 at a level of at least
$2,500,000  such being the listing  standard the Company is claimed by NASDAQ to
not be in compliance  with. Such extension  however is also conditioned upon the
Company filing with the SEC and NASDAQ an unaudited,  unreviewed  March 31, 2003
balance sheet evidencing  shareholders  equity of at least $2,500,000.  Such is,
pursuant to and as required by NASDAQ,  being filed herewith as an exhibit along
with the relevant NASDAQ Listing Qualifications Panel notice referred to herein.

Item 7. Financial Information and Exhibits

     Attached as an exhibit is the Synergy  Brands  Inc.  Unaudited,  Unreviewed
Consolidated  Balance  Sheet as of March 31,  2003  together  with a copy of the
NASDAQ Lisitng Qualifications Panel notice.

                                      -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: April 24, 2003