EXHIBIT 1

                            CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                               SYNERGY BRANDS INC.

     Synergy  Brands Inc. a  corporation  organized  and  existing  under and by
virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

     FIRST:  by  consent  of the  Board of  Directors  of  Synergy  Brands  Inc.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is as follows:

     RESOLVED: that this corporation shall and is hereby authorized to amend its
Certificate  of  Incorporation  to  increase  the  amount  of  authorized  stock
available to be issued by this  corporation  from  6,000,000  shares of stock to
15,000,000  shares of stock  divided  into  14,000,000  shares of Common  Stock,
100,000  shares  of  Class A  Preferred  Stock  and  900,000  shares  of Class B
Preferred  Stock of which Class B Preferred  Stock 500,000 shares shall continue
to be  designated  Series A Class B  Preferred  and  250,000 as Series B Class B
Preferred, the designations,  relative rights,  preferences,  and other terms of
such  securities  not to change  (except  for the  amount of  authorized  shares
thereof) from that in existence at the date hereof, the intended purpose of such
amendment  being to allow more  available  stock for equity  financing and other
business purposes for this Corporation.

     The Certificate of Incorporation of this corporation shall be amended by:

     1. Changing the first Paragraph of Article FOURTH  therein,  first sentence
therein to read as follows.

     "The  total  number of shares of stock  which the  corporation  shall  have
authority to issue is fifteen million (15,000,000)."

     2. Changing the paragraph in article numbered FOURTH which now reads.

     "The 6,000,000  authorized  shares shall be divided into  5,000,000  common
shares,  par value $.001 per share,  100,000 Class A Preferred  Stock, par value
$.001 per share and 900,000 Class B Preferred Stock par value $.001 per share"

     so that, as amended, said paragraph shall be and read as follows:

     "The 15,000,000  authorized  shares shall be divided into 14,000,000 common
shares,  par value $.001 per share,  100,000 Class A Preferred  Stock, par value
$.001 per share and 900,000 Class B Preferred Stock, par value $.001 per share."

     SECOND:  That  said  amendment  was duly  adopted  in  accordance  with the
provision  of  Section  242 of the  General  Corporation  of Law of the State of
Delaware (the "GCL"),  by written consent of a majority of the votes represented
by  outstanding  stock  entitled  to vote  thereon  with  written  notice to all
remaining applicable shareholders in compliance with Section 228 of the GCL.

     THIRD:  That the capital of said corporation  shall not be reduced under or
by reason of said amendment.

     IN WITNESS OF, said corporation has caused this certificate to be signed by
Mair  Faibish,  its CEO,  and  Mitchell  Gerstein,  its  secretary,  this day of
September 7, 2005.

By:  /s/ Mair Faibish
----------------------
     Mair Faibish
     CEO

By:  /s/ Mitchell Gerstein
--------------------------
    Mitchell Gerstein
    Secretary