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: July 25, 2005

                              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 July 22, 2005 Synergy Brands Inc.  (SYBR) (the  "Company")  approved and
accepted  subscriptions  from  accredited  investors  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 8 units, each unit
consisting of 10,000 shares of the  Company's  non-convertible  Class B Series B
Preferred Stock and 11,000 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 $800,000.

Item 7.01.  Regulation FD Disclosure.

     On July 25, 2005 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.


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

Dated:  July 25, 2005