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: November 10, 2005

                              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, New York 11791
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (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 2.03. Creation of a Direct Financial Obligation.

SYBR.com  Inc.,  a wholly owned  subsidiary  of the Company  subscribed  for and
invested $1 million in a Private  Placement of Debentures  offered and issued by
Interline  Travel and Tours Inc.  ("IIT") a company in which Synergy Brands Inc.
owns a 22% common stock interest. The Debenture made part of the investment is a
five year note dated  effective  October 6, 2005 at 8% annual interest (the "ITT
Note") and the  investment  also  resulted in the Company  being issued  200,000
warrants (the "ITT  Warrants")  each for the purchase of a share of common stock
in ITT at an exercise price of $5.00. The Company financed its investment with a
$1 million fully recourse note with a major shareholder (the "Sharholder  Note")
under the same  effective  date,  terms and  conditions  as the ITT Note and the
Company's  referenced  subsidiary assigned to such shareholder the ITT Warrants.
The Company guarantied  performance of its subsidiary under the Shareholder Note
and as consideration  for the financing,  the Company retained the benefit to be
derived from 100,000 of the ITT  Warrants.  This  transaction  is expected to be
more particularly described in the Company's 10Q report for the 3rd quarter 2005
to be filed.

Item 9.01. Financial Statements and Exhibits.

Included herewith as an exhibit is the Shareholder Note made the subject of this
disclosure.



                                   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.


                            By: /s/ Mitchell Gerstein
                                ---------------------
                                    Mitchell Gerstein
                              Chief Financial Officer

Dated:  November 10, 2005