8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                        Date of Report: November 27,  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 3.02 Unregistered Sales of Equity Securities.

In November 2007 the Company  entered into two Amendments,  with  non-affiliated
parties,  to prior  agreements  involving  Quality  Food Brands Inc., a indirect
subsidiary  of the Company  through PHS Group Inc.,  providing  for  exchange of
common  stock such parties had acquired in and of said Quality Food Brands Inc.,
in connection  with services  rendered for Quality Food Brands Inc.,  for common
stock in Synergy  Brands  Inc.,  the  arrangement  designed  to give the Company
(directly and through its subsidiary,  PHS Group Inc.)100%  ownership of Quality
Food Brands Inc. (the Company's  Baking Mix  Operations),  so as to maintain the
qualification  of the two companies for  consolidated  SEC & tax reporting.  The
Company by such  agreements  is  obligated  to issue to the said  non-affiliated
parties a total of 650,000  shares of the  Company's  unregistered  common stock
which issuances are exempt from  registration as provided by Section 4(2) of the
Securities  Act of 1933,  as  amended,  being  transactions  by the  issuer  not
involving any public offering.

The  capitalization  of Quality Food Brands Inc.  further  includes  warrants to
purchase 30% of the  outstanding  stock of Quality Food Brands Inc.  pursuant to
the asset purchase agreement dated May 18, 2007. (reference is made to 8-K filed
on May 23, 2007 incorporated herein by reference)

Item 7.01. Regulation FD Disclosure

On November 26, 2007  Synergy  Brands,  Inc.  announced  its third  quarter 2007
financial  results and posted a summary of its  financial  status  deriving from
such    3rd    quarter    results    on    the    registrant's     website    at
http://www.sybr.com/investor_media.htm.  A copy of the press release  containing
the  announcement is included as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The Company had earlier on November 13,
2007 also posted such results with more particularity and filed a report on Form
8K on such date, which earlier report is incorporated  herein by reference.  The
foregoing  information  is  provided  pursuant  to  Item  7.01,  "Regulation  FD
Disclosure," and Item 2.02, "Results of Operations and Financial  Condition," on
Form 8-K. The financial  figures  presented  therein  referenced  certain EBITDA
numbers which are  acknowledged  by the  Registrant to not be GAAP compliant and
should be reviewed accordingly, and in compliance with applicable Securities and
Exchange Commission regulation, comparable GAAP numbers have also been presented
as to such EBITDA figures in disclosure of the financial results as presented in
the press release as included herewith and referenced herein.

     The information furnished herein,  including Exhibit 99.1, is not deemed to
be "filed" for purposes of Section 18 of the Exchange Act, or otherwise  subject
to the  liability of that  section.  This  information  will not be deemed to be
incorporated  by  reference  into any  filing  under the  Securities  Act or the
Exchange Act, except to the extent that the Registrant specifically incorporates
them by reference

Item 9.01  Financial Statements and Exhibits

Exhibits

99.1  Press release dated November 26, 2007


                                      -1-




                                   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:  November 27, 2007

EX-99.1

FOR MEDIA RELEASE:

SYNERGY BRANDS INC.

Syosset, NY, November 26, 2007 Synergy Brands, Inc. (NASDAQ: SYBR)

Synergy  Brands has updated its media  presentation.  The Company  believes that
Revenues  will exceed $80  million  and gross  profit will exceed $7 million for
Fiscal 2007.

Media presentation can be seen at:

http://www.sybr.com/investor_media.htm

Forward-looking statements:

     This press release and Company  review and  assumptions  made regarding the
financial  figures and other  information,  referenced and presented,  state and
reflect assumptions, expectations,  projections, intentions and/or beliefs about
past and future events that are intended as  "forward-looking  statements" under
the Private  Securities  Litigation  Reform Act of 1994.  You can identify these
statements by the fact that they do not relate to  historical or current  facts.
They use words such as "anticipate",  "estimate",  "project", "forecast", "may",
"will", "should",  "expect",  "assume",  "believe" and other derivations thereof
and other words of similar  meaning.  In particular  these include,  but are not
limited to, statements  reflecting the projected business  activities and goals,
revenues,  earnings,  non-GAAP  measures of  operations,  profit and loss of the
Company  and  associated  costs.  Any or all  of the  Company's  forward-looking
statements  may  turn  out to be  wrong.  They  can be  affected  by  inaccurate
assumptions  or by known or  unknown  risks or  uncertainties.  Comparable  GAAP
compliant  figures  are  presented  herein  to  EBITDA  numbers  stated.  For  a
description  of many of  these  risks  and  uncertainties,  please  refer to the
Company's filings with the U.S.  Securities & Exchange  Commission  (ww.sec.gov)
including Forms 10K and 10Q that can be found at www.sybr.com.

Contact: Beverly Jedynak
                  Martin E. Janis & Company, Inc.
                  312-943-1100 ext. 12
                  bjedynak@janispr.com