EXHIBIT 2.1

                               SYNERGY BRANDS INC.
                          ____________________________

                              CONSENT OF DIRECTORS
                               IN LIEU OF MEETING

                               September 10, 2007
                          _____________________________

     The undersigned,  being all of the directors of Synergy Brands Inc., hereby
consent to, authorize,  approve,  ratify and adopt the following  resolutions as
though done at a formal meeting:

     RESOLVED,  that  this  corporation  is  and  be  authorized  to  amend  its
certificate  of  incorporation  to increase its  authorized  stock to 26,000,000
shares  consisting of 25,000,000  shares of common stock and 1,000,000 shares of
preferred  stock further which preferred stock be divided into 100,000 shares of
Class A  Preferred  and  900,000  Class B Preferred  of which  latter  preferred
500,000  shares shall  continue to be designated  Series A Class B Preferred and
250,000 Series B Class B Preferred,  the  designations,  preferences,  terms and
condition of all such stock  (excepting the number of shares thereof  authorized
for issuance as amended as authorized herein) not being changed from its present
status at the date of this consent,  and such amendment may be filed in the form
attached to and made a part of this consent,  copies of which have been reviewed
and  approved  by each of the  undersigned,  such  actions to take effect on the
approval by  shareholders  filing of an  information  statement with the SEC and
distribution to shareholders,  the subsequent filing with the Delaware Secretary
of  State  of  the  relevant   Amendment  to  the   Company's   Certificate   of
Incorporation,  and such other measures as shall be appropriate and necessary to
comply with applicable regulations.

IMPLEMENTATION.

     Resolved,  that the proper  officers of this  corporation be and hereby are
authorized  and  directed  to do or cause  to be done any and all such  acts and
things and to execute and deliver any and all such further  documents and papers
as they may deem  necessary or  appropriate to carry into effect the full intent
and purpose of the foregoing resolutions including but not limited to obtaining,
and conditioned on obtaining, at least majority consent of the holders of record
as of the date hereof of votes  represented by all of the issued and outstanding
stock  of this  corporation  and  authorized  to  vote  such  securities  and as
otherwise required under the applicable laws of the State of Delaware.

                                                     /S/ Mair Faibish
                                                     ----------------
                                                     Mair Faibish

                                                     /S/ Randall J. Perry
                                                     --------------------
                                                     Randall J. Perry

                                                     /S/ William Rancic
                                                     ------------------
                                                     William Rancic

                                                     /S/ Frank A. Bellis Jr.
                                                     -----------------------
                                                     Frank A. Bellis Jr.

                                                     /S/ Lloyd Miller
                                                     ----------------
                                                     Lloyd Miller

                                                     /S/ Joel Sebastian
                                                     ------------------
                                                     Joel Sebastian