Mail Stop 3561
July 27, 2005
Mair Faibish, CEO
Synergy Brands Inc.
1175 Walt Whitman Road
Melville, NY 11747
Re: Synergy Brands Inc.
Registration Statement on Form S-3
Filed July 12, 2005
File No. 333-126539
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
File No. 0-19409
Dear Mr. Faibish:
We have limited our review of your filing to those issues
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3
Prospectus Cover Page, page 5
1. It appears that you are registering the resale of shares of
your
common stock that were issued to selling shareholders pursuant to
more than one prospectus. Please tell us why you have not filed a
single combined prospectus in the latest registration statement
that
includes all required information related to all offerings that
this
prospectus covers. Refer to Rule 429 of Regulation C. Please
advise
us of the basis for incorporating by reference to another
registration statement to describe the securities that you are
registering.
Documents Incorporated by Reference, page 7
2. Please update this section to include all relevant filings, for
example, the Form 10-K/A filed April 18, 2005. You also may want
to
include language to the effect that you incorporate by reference
all
future filings from the time of filing this registration statement
to
the time of effectiveness of this registration statement. See
interpretation H.69 of the Manual of Publicly Available Telephone
Interpretations (July 1997).
Overview of the Company, page 8
3. We note from your website that your wholly-owned subsidiary,
Gran
Reserve Corporation, has signed a partnership agreement with a
party
to sell cigars through online channels, and has signed a
confidentiality agreement requiring non-disclosure of this
agreement.
Please tell us whether this agreement is material. If so, discuss
the material terms of the agreement in the amended Form S-3, file
the
agreement as an exhibit, and tell us why you did not file a Form
8-K
to report the signing of the agreement. If not, explain to us why
you do not consider the agreement to be material.
4. We note in your Form 8-K filed on May 25, 2005 that your 21.5%
ownership interest in Interline Travel and Tours, Inc. is valued
in
excess of $7 million. Please include this information in this
section and tell us how you arrived at this valuation figure.
Selling Securityholders, page 21
5. Please identify the person who exercises voting and investment
control over the securities held of record by Laurus Master Fund,
Ltd. See interpretation 4S of the Manual of Publicly Available
Telephone Interpretations (March 1999 supplement).
Plan of Distribution, page 22
6. Please disclose whether the selling securityholders are
registered
broker-dealers or affiliates of broker-dealers. For all selling
securityholders that are broker-dealers, disclose that they are
"underwriters" within the meaning of the Securities Act of 1933.
7. If the selling securityholder is an affiliate of a broker-
dealer,
please disclose, if true, that:
* The seller purchased in the ordinary course of business, and
* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
If these statements are not true for the selling securityholder,
then
the prospectus must state that the selling securityholder is an
underwriter.
Signatures, page 33
8. You have not provided the dates of signatures of the officers
and
directors who signed this registration statement. Please provide
the
appropriately dated signatures of these persons in the amended
registration statement.
Exhibit 5
9. Counsel should confirm our understanding that its reference to
the
"General Corporation Law of the State of Delaware" includes the
statutory provisions and also all applicable provisions of the
state
constitution and reported judicial decisions interpreting these
laws.
Exhibit 23.2
10. Please provide the appropriate date for the consent of your
independent public accounting firm.
Form 10-K for Fiscal Year Ended December 31, 2004
11. We are reviewing your Form 10-K on which we have issued
comments
on June 14, 2005. Please respond to these comments within 10
business days or tell us when you will provide us with a response.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Act of 1933 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Brian McAllister, Staff Accountant, at (202)
551-3341 or Donna Di Silvio, Staff Accountant, at (202) 551-3202,
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 551-3333, Ellie Quarles, Special Counsel, at (202) 551-3238,
or
me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc. Randall J. Perry, Esq.
Fax: (201) 939-7348
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Mair Faibish
Synergy Brands Inc.
July 27, 2005
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