CERTIFICATION OF ANNUAL REPORT
                        --------------------------------

I, Mitchell  Gerstein,  Chief Financial  Officer of Synergy  Brands,  Inc. ("the
Company"),  certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:

         1.   The Annual  Report on Form  10-KSB of the  Company  for the period
              ended  December 31, 2003 ("the  Report")  fully  complies with the
              requirements of Section 13(a) or 15(d) of the Securities  Exchange
              Act of 1934 (15 U.S.C. 78m or 78o(d)); and

         2.   The information  contained in the Report fairly  presents,  in all
              material  respects,   the  financial   condition  and  results  of
              operations of the Company.

Dated:  March 30, 2004


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

                                    EX-31.2