Filed Pursuant to Rule 424(b) (3)
                                                   Registration No. 333-115624


                               Synergy Brands Inc.
                             1175 Walt Whitman Road
                               Melville, NY 11747
                                 (516)-714-8200


                  Prospectus Supplement Dated June 14, 2005

On May 19, 2004 Synergy  Brands Inc. (the  "Company")  filed with the Securities
and Exchange Commission ("SEC") a Registration Statement on Form S-3 to register
securities made the subject of a Secured  Convertible  Term Note dated April 2 ,
2004 provided by the Company as debtor to Laurus  Master Funds,  Ltd. as holder,
pursuant  to  and  as  provided  in  a  Securities   Purchase   Agreement  dated
contemporaneous  thereto and all as further  described in the Prospectus  made a
part of the referenced Form S-3 Registration  Statement which related to 400,000
shares of the Company's  Common Stock $.001 par value,  as the maximum amount of
the Company's Common Stock potentially to issue on conversion of the debt due on
repayment of referenced Secured Convertible Term Note.

A Prospectus Supplement relating to the aforesaid S-3 Registration Statement was
filed pursuant to Rule 424(b)  disclosing a lessening of the conversion price on
the debt made subject of such S-3 filing,  which  supplement  was filed February
18, 2005.

Effective  June 21, 2005 the Company and Laurus  Master  Funds,  Ltd.  entered a
further Amendment Agreement relating and directed to the aforementioned  Secured
Convertible Term Note which effectively  further lowered the conversion price as
to the debt made the subject of such Note to $3.00 per share. In connection with
such  amendment  the  Company  agreed to file a Rule  424(b)  supplement  to its
registration statement of Form S-3

This supplement  should be read in conjunction  with the prospectus made part of
the  registration  statement on Form S-3 on file with the SEC in relation to the
underlying Secured Convertible Term Note  aforementioned  herein, the stock into
which such Note may be converted being the focus of such registration  statement
and this  supplement  being filed to notify of the further  reduction in the per
share  conversion price for such Note. This supplement is qualified by reference
to the aforesaid prospectus, except to the extent information in this supplement
updates or supercedes the information contained in the prospectus.

The date of this Prospectus Supplement in June 21, 2005