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: February 2, 2007

                              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.)

                     223 UNDERHILL BLVD., SYOSSET, NY 11791
               (Address of principal executive offices) (zip code)

   Registrant's telephone number, including area code: 1-516-714-8200

                                 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard.

The   Registrant   received  from  the  NASDAQ  Stock  Market,   NASDAQ  Listing
Qualifications a notice dated January 31, 2007 that for 30 consecutive  business
days the bid price of the Registrant's common stock has closed below the minimum
$1.00 per share  requirement  for  continued  inclusion of such  securities  for
listing  to trade  on the  NASDAQ  Stock  Market  under  Marketplace  Rule  4310
(c)(4)and  the  Registrant  has been  provided  until  July 30,  2007 to  regain
compliance;   otherwise  it  will  subject  itself  to  a  potential  delisting.
Compliance  shall be evidenced if and by, at anytime  before July 30, 2007,  the
bid price of the Company's  common stock closes at $1.00 per share or more for a
minimum  of 10  consecutive  business  days.  A  listing  of the  Registrant  as
currently  non-complaint  and  reasons  therefore  is to be posted on the NASDAQ
website at www.nasdaq.com. The Registrant believes that compliance will generate
from the status of the  marketplace  gong forward with continued  recognition of
the attributes of the Registrant  which the  Registrant  anticipates  may happen
following, if not sooner, the filing and publication of financial and operations
results to be disclosed in the  Registrant's  annual report on Form 10K which is
expected to be filed by the SEC Exchange Act due date of March 31, 2007.



                                   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:  February 2, 2007