Filed Pursuant to Rule 424(b) (3)
                                                   Registration No. 333-126539


                               Synergy Brands Inc.
                               23 Underhill Blvd.
                                Syosset, NY 11791
                                 (516)-714-8200


                   Prospectus Supplement Dated March 20, 2006

On July 12, 2005 Synergy Brands Inc. (the  "Company")  filed with the Securities
and  Exchange   Commission   ("SEC")  a  Registration   Statement  on  Form  S-3
(subsequently  amended on Form S-3/A filed March 7, 2006) to register securities
made the subject of (i) a Secured  Convertible  Term Note dated January 25, 2005
(ii) a Secured  Convertible  Term Note dated July 21, 2005 (iii) a Common  Stock
Purchase Warrant dated January 25, 2005 and (iv) a Common Stock Purchase Warrant
dated June 21, 2005  provided by the Company as debtor to Laurus  Master  Funds,
Ltd.  as  holder,  pursuant  to  and as  provided  in  two  Securities  Purchase
Agreements  dated  contemporaneous  thereto and (v) Common  Stock which could be
issued by the Company to said  holder upon  conversion  of a  previously  issued
Convertible  Term Note dated April 2, 2004 which was the subject of a previously
filed S-3  registration  statement for the Company filed with the Securities and
Exchange  Commission  on May  19,  2004  and  all as  further  described  in the
Prospectus  made a part of the referenced Form S-3  Registration  Statementfiled
July 12, 2005,  which related to 475,000  shares of the  Company's  Common Stock
$.001 par value, as the maximum amount of the Company's Common Stock potentially
to issue on  conversion of the debt due on repayment of the  referenced  Secured
Convertible  Term Notes and exercise of the  referenced  Common  Stock  Purchase
Warrants.

Effective  March 13, 2006 the Company and Laurus  Master Funds,  Ltd.  entered a
further Amendment Agreement relating and directed to the aforementioned  Secured
Convertible Term Notes which effectively further lowered the conversion price as
to the debt made the  subject of such Notes to $1.75 per  share.  In  connection
with such amendment the Company  agreed to file a Rule 424(b)  supplement to its
registration statement of Form S-3

This supplement  should be read in conjunction  with the prospectus made part of
the  registration  statement on Form S-3 on file with the SEC in relation to the
common  stock  underlying  the Secured  Convertible  Term Notes and Common Stock
Purchase Warrants  aforementioned herein, the stock into which such Notes may be
converted  and Warrants may be  exercised  being the focus of such  registration
statement and this supplement being filed to notify of the further  reduction in
the per share conversion  price for such Notes.  This supplement is qualified by
reference to the aforesaid prospectus,  except to the extent information in this
supplement updates or supersedes the information contained in the prospectus.

The date of this Prospectus Supplement in March 20, 2006