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: September 2, 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)

Check  the  appropriate  box  below  if the  FOrm  8-K  Filing  is  intended  to
simultaneously satisfy the filing obligaitons of the registrant under any of the
following provisions.

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12  under  Exchange  Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

Effective  September  1, 2004  Mitchell  Gerstein  resigned as a director on the
Board of Directors of Synergy  Brands Inc. Mr.  Gerstein's  resignation  was not
because of any  disagreement  with the registrant on any matter  relating to the
registrant's  operations,   policies  or  practices.  In  light  of  the  recent
resignation  of Michael  Ferrone from the  registrant's  Board of Directors,  to
maintain the majority independent status imposed upon the Board it was suggested
that Mr.  Gerstein  resign and at his  choosing did so to again  reinstate  such
majority  independent  status.  In light of Mr.  Gerstein's  resignation and the
recent  resignation  also of  Michael  Ferrone  from the  registrant's  Board of
Directors,  the registrant has implemented a reduction in the composition of the
registrant's Board of Directors to seven (7) seats rather than seek replacements
for Mr. Ferrone and Mr. Gerstein.  The registrant's  Audit Committee has had two
vacancies  which  have now been  filled by  Messers  Frank  Bellis  Jr. and Joel
Sebastian both of whom the registrant  believes meet the independence  standards
established  by the SEC and  NASDAQ.  Mr.  Gerstein  does not serve on any Board
Committee but is the registrant's CFO and Corporate Secretary.


There are no exhibits







                                   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: September 2, 2004