EXHIBIT 2

                               SYNERGY BRANDS INC.

                        CONSENT OF MAJORITY SHAREHOLDERS
                               IN LIEU OF MEETING

                                September 7, 2005

     The  undersigned  being the  holders  of record as of the date  hereof of a
majority  of votes  represented  by all of the issued and  outstanding  stock of
Synergy Brands Inc, and authorized to vote such securities, do hereby consent to
and adopt the actions as set forth in the following resolutions:

     RESOLVED,  that  this  corporation  is  and  be  authorized  to  amend  its
certificate  of  incorporation  to increase its  authorized  stock to 15,000,000
shares  consisting of 14,000,000  shares of common stock and 1,000,000 shares of
preferred  stock further which preferred stock be divided into 100,000 shares of
Class A  Preferred  and  900,000  Class B Preferred  of which  latter  preferred
500,000  shares shall  continue to be designated  Series A Class B Preferred and
250,000 Series B Class B Preferred,  the  designations,  preferences,  terms and
condition of all such stock  (excepting the number of shares thereof  authorized
for  issuance)  not being  changed  from its present  status at the date of this
consent, and such corrections and amendment may be filed in the form attached to
and made a part of this consent, copies of which have been reviewed and approved
by each of the  undersigned,  such  actions  to take  effect on the filing of an
information  statement  with  the  SEC and  such  other  measures  as  shall  be
appropriate and necessary to comply with applicable regulation.

IMPLEMENTATION

     RESOLVED,  that the proper  officers  of this  corporation  be and they are
hereby  authorized  and directed to do or cause to be done any and all such acts
and things and to execute  and deliver any and all such  further  documents  and
papers as they may deem  necessary or  appropriate to carry into effect the full
intent and purpose of the foregoing  resolutions and all referenced  resolutions
of this corporation's Board of Directors applicable thereto.

                                                     ________________________

                                                     ________________________

                                                     ________________________

                                                     ________________________