8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                        Date of Report: November 19, 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: (516) 714-8200

                                 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 obligations 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 3.02.  Unregistered Sales of Equity Securities

On November 16, 2004 Synergy  Brands Inc.  (SYBR) (the  "Company")  approved and
accepted  additional  subscriptions  from  accredited  investors  on the earlier
offering  approved  November 1, 2004 to whom the  subscription  opportunity  was
presented  by the  Company  for  securities  sold  directly by the Company in an
offering  exempt from  registration  under the Section 4(2) private  transaction
exemption  allowed within the Securities Act of 1933 as amended.  The securities
offered  and  which  were  subscribed  for  consisted  of 17  units,  each  unit
consisting of 10,000 shares of the  Company's  non-convertible  Class B Series A
Preferred Stock and 15,000 shares of the Company's restricted Common Stock, each
unit being sold for $100,000 per Unit. Total offering  proceeds  received by the
Company was $1,700,000.

Item 7.01.  Regulation FD Disclosure.

On November 1, 2004 the Company  announced and commented upon its completing the
offering  referenced  in Item 3.02  herein  in a press  release  containing  the
announcement  a copy of which  press  release is  included as Exhibit 99 to this
current report on Form 8-K and is incorporated herein by reference.



                                   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:  November 19, 2004

EX-99

                                   Exhibit 99

Synergy Brands Completes a $1.5 million Private Placement

Melville,  NY (date) - Synergy Brands,  Inc. (NASDAQ:  SYBR) announced today the
completion of a private placement of preferred stock and common stock consisting
of 150,000  shares of Series A Class B  preferred  stock and  225,000  shares of
restricted common stock.

"This funding is important to Synergy in that it provides the capital  needed to
maintain and grow our business and lead to a potential reduction of interest and
financing costs" said Mair Faibish,  chairman and CEO of Synergy Brands. Synergy
has  been  experiencing  substantial  revenue  growth  in all of its  divisions,
reporting  revenues of $26 million for the six months  ending June 30, 2004,  an
approximately  47  percent  increase  over  revenue  for the same  period a year
earlier.

Synergy Brands, Inc. (SYBR or the Company) is a holding company that operates in
the wholesale and Internet  distribution of consumer goods as well as the retail
distribution of premium cigars. It principally focuses on the sale of nationally
known brand name consumer products manufactured by major U.S. manufacturers. The
consumer  products are concentrated  within the Grocery and Health & Beauty Aids
(HBA) industries as well as the premium cigar business.  The Company distributes
and sells these  products  through  wholly  owned  subsidiaries  in two distinct
manners.  The Company uses the  advancements in web-based  technology to process
and use  logistics  based  programs to optimize its  distribution  costs on both
wholesale, internet and retail levels.

This press  release  and  company  review and  assumptions  made  regarding  the
financial  figures and other  information,  referenced and presented,  state and
reflect assumptions, expectations,  projections, intentions and/or beliefs about
past and future events that are intended as  "forward-looking  statements" under
the Private  Securities  Litigation  Reform Act of 1995.  You can identify these
statements by the fact that they do not relate to  historical or current  facts.
They use words such as "anticipate",  "estimate",  "project", "forecast", "may",
"will",  "should",  "expect",  "assume",  and other deviations thereof and other
words of similar meaning.  In particular these include,  but are not limited to,
statements reflecting the projected revenues,  earnings,  profit and loss of the
Company  and  associated  costs.  Any or all  of the  Company's  forward-looking
statements  may  turn  out to be  wrong.  They  can be  affected  by  inaccurate
assumptions  or by  known  or  unknown  risks  and  uncertainties.  EBITDA  is a
financial  term that  management  believes  is a  relevant  measurement  for the
industries  the Company  operates in. However EBITDA is not recognized as a GAAP
measurement  and should not be relied upon as such. For a description of many of
these risks and  uncertainties,  please refer to the company's  filings with the
U.S.  Securities & Exchange Commission  (www.sec.gov)  including Forms 10KSN and
10QSB.