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: January 7, 2003
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.)
1175 Walt Whitman Road, Melville, New York 11747
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (631) 424-5500
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On November 25, 2002 the Registrant, Synergy Brands Inc. filed notice on
Form 8-K of their receipt of a NASDAQ Staff determination indicating that such
Company failed to comply with NASDAQ continued listing standards, which included
indication in the Company's filed 10QSB report for the quarter ended September
30, 2002 that the Company failed to maintain stockholders equity of $2,500,000
or more. In such prior Form 8-K report, the Company referenced their attempt to
eliminate accounts payable sufficient to increase shareholders equity above
minimum NASDAQ continued listing standards, which accounts payable related to
prior contracts being carried on the Company's balance sheet but which payables
were questioned as to their present existance and enforceability. $592,689 of
such questioned accounts payable have now been eliminated by settlement
agreement with About.com as one of the questioned accounts and such elimination
of previously listed debt is now reflected in the proforma balance sheet for the
Company as of September 30, 2002 included herewith as an exhibit, the
elimination of which has increased stockholders equity for the Company as of
September 30, 2002 to $2,532,956 now exceedng NASDAQ minimum standards regarding
such computation. This transaction will be recorded in the fourth quarter of
2002. There are still further outstanding accounts payable which the Company
believes will be eliminated in similar fashion to that of About.com and which
will reflect an even larger stockholders equity for the Company.
Item 7. Pro Forma Financial Information and Exhibits
Attached as an exhibit is the Synergy Brands Inc. and Subsidiaries ProForma
Unaudited Consolidated Balance Sheet as of September 30, 2002 together with a
copy of the Settlement and Release Agreement referenced in Footnote (A) to such
pro forma balance sheet as the basis for the changes in finanical information
therein reflected.
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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
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Mair Faibish
Chairman of the Board
By: /s/ Mitchell Gerstein
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Mitchell Gerstein
Chief Financial Officer
Dated: January 7, 2003