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: May 28, 2004

                              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 4.  Changes in Registrant's Certifying Accountant

Grant Thornton LLP was previously the principal  accountants for Synergy Brands,
Inc. ("the  Registrant").  On May 28, 2004, that firm's appointment as principal
accountants  was  terminated  by the  Registrant  and Holtz  Rubenstein  LLP was
engaged  as  principal  accountants.  The  decision  to change  accountants  was
approved  by  the  Board  of  Directors  and  Audit  Committee  thereof  of  the
Registrant, subject to shareholder approval sought at the Registrant's scheduled
Annual Meeting.

In connection  with the audits of the two fiscal years ended  December 31, 2003,
and  the  subsequent  interim  period  through  May  28,  2004,  there  were  no
disagreements with Grant Thornton LLP, on any matter of accounting principles or
practices,  financial  statement  disclosure,  or auditing  scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection  with their opinion to the subject matter of the
disagreement.

The audit reports of Grant Thornton LLP on the consolidated financial statements
of the  Registrant as of and for the two years ended  December 31, 2003, did not
contain any adverse  opinion or disclaimer  of opinion,  nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.

During the two years ended December 31, 2003 and the  subsequent  interim period
preceding the  termination  of Grant Thornton LLP on May 28, 2004, no reportable
events occurred in connection with the relationship  between Grant Thornton LLP,
and the Registrant.

A letter has not yet been  received  but is  expected  from Grant  Thornton  LLP
confirming  that which is  disclosed  herein,  such  letter to be included in an
amended Form 8-K Report once received.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits

                  NONE




                                   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:  June 2, 2004