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: October 1, 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.

Synergy  Brands  (NASDAQ:SYBR)  received a NASDAQ Staff letter on September  28,
2007  indicating that the Company fails presently to comply with the minimum bid
price requirement because for 30 consecutive  business days the bid price of the
Company'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). 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  Company's  share  price  closed  at  $1.04 on
September 28, 2007.  Compliance  should be evidenced if, at anytime before March
26, 2008,  the closing price of the  Company's  common stock closes at $1.00 per
share or more for a minimum of 10 consecutive  business days. The Company values
its  Nasdaq  listing  and will make its best  efforts  to comply  and retain its
listing.  The  Company  has  been  provided  until  March  26,  2008  to  regain
compliance.  Synergy Brands believes that compliance can be achieved through the
future valuation of the Company in the marketplace through results of operations
and financial  performance.  The Company plans to file its third quarter results
on November 14, 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:  October 1, 2007