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: December 21, 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 December 2007 the Company  entered into a Stock Purchase  Agreement with
Milfam I L.P., an affiliate  entity of Lloyd Miller,  a director and significant
stockholder  of the  Company,  involving  Quality  Food Brands  Inc., a indirect
subsidiary  of the Company  through PHS Group Inc.,  providing for exchange of a
Common  Stock  Purchase  Warrant  such party had acquired in and of said Quality
Food Brands Inc. for certain of the common stock of Quality Food Brands Inc., in
exchange for common stock in Synergy  Brands Inc., the  arrangement  designed to
further the  Company's  (directly  and through its  subsidiary,  PHS Group Inc.)
efforts to achieve 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 agreement is obligated
to  issue  to the  said  party  a  total  of  480,000  shares  of the  Company's
unregistered common stock which issuance is exempt from registration as provided
by Section 4(2) of the Securities  Act of 1933, as amended,  being a transaction
by the issuer not involving any public offering.

     The  capitalization  of  Quality  Food  Brands  Inc.  further  includes  an
additional  warrant to purchase  15% of the  outstanding  stock of Quality  Food
Brands  Inc.  pursuant  to an  asset  purchase  agreement  dated  May  18,  2007
(reference is made to 8-K filed on May 23, 2007 as well as an 8-K filed November
26, 2007 and  associated  8-K/A filed  November 27, 2007 as to additional  stock
transactions   in  Quality  Food  Brands  Inc.   involving  the  Company,   both
incorporated herein by reference).

                                      -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:  December 27, 2007