CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                               SYNERGY BRANDS INC.

     Synergy  Brands Inc. a  corporation  organized  and  existing  under and by
virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Synergy  Brands Inc.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is as follows:

     RESOLVED: that this corporation shall and is hereby authorized to amend its
Certificate  of  Incorporation  to  increase  the  amount  of  authorized  stock
available to be issued by this  corporation  from 30,000,000  shares of stock to
60,000,000  shares of stock  divided  into  49,900,000  shares of Common  Stock,
100,000  shares  of Class A  Preferred  Stock and  10,000,000  shares of Class B
Preferred  Stock,  the  intended  purpose of such  amendment  being to allow the
issuance of further  securities to facilitate  processing of this  corporation's
business  expansion  opportunities  and satisfy further  diversified  investment
interest to raise working  capital.  The  Certificate of  Incorporation  of this
corporation be so amended by:

     1. Changing the first Paragraph of Article FOURTH  therein,  first sentence
therein to read as follows.

     "The  total  number of shares of stock  which the  corporation  shall  have
authority to issue sixty million (60,000,000)."

     2. Changing the paragraph in article numbered FOURTH which now reads.

     "The 30,000,000  authorized  shares shall be divided into 29,900,000 common
shares, par value $.001 per share and 100,000 Class A Preferred Stock, par value
$.001 per share"

     so that, as amended, said paragraph shall be and read as follows:

     "The 60,000,000  authorized  shares shall be divided into 49,900,000 common
shares,  par value $.001 per share,  100,000 Class A Preferred  Stock, par value
$.001 per share and  10,000,000  Class B  Preferred  Stock,  par value $.001 per
share."

                                     EX-3.1

<PAGE>

     3. Adding to Article Fourth the Following language:

     "10,000,000 shares of the stock authorized to be issued by this corporation
as Class B Preferred Stock shall have the following provisions  applicable there
to, unless and until such provisions  shall be changed by further  resolution of
this  corporation's  Board of Directors  as to any stock of the class  remaining
authorized but unissued:

     The Class B  Preferred  Stock  shall be issued in one or more  series.  The
Board of  Directors  is  hereby  expressly  authorized  to issue  the  shares of
Preferred  Stock in such series and to fix from time to time before issuance the
number of shares to be  included  in any  series and the  designation,  relative
rights,  preferences and limitations of all shares of such series. The authority
of the Board of Directors  with respect to each series  shall  include,  without
limitation  thereto,  the  determination  of any or all of the following and the
shares  of each  series  may vary from the  shares  of any  other  series in the
following respects:

     a. The  number of  shares  constituting  such  series  and the  designation
thereof to  distinguish  the shares of such  series from the shares of all other
series;

     b. The annual  dividend  rate on the shares of that series and whether such
dividends shall be cumulative and, if cumulative,  the date from which dividends
shall accumulate;

     c. The redemption price or prices for the particular series, if redeemable,
and the terms and conditions of such redemption;

     d. The  preference,  if any,  of shares of such  series in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation;

     e. The voting rights,  if any, in addition to the voting rights  prescribed
by law and the terms of exercise of such voting rights;

     f. The right,  if any, of shares of such series to be converted into shares
of any other series or class and the terms and  conditions  of such  conversion;
and

     g. Any other relative rights, preferences and limitations of that series.

     RESOLVED: that the consent of shareholders of this corporation be requested
to adopt the above  resolutions,  where  necessary  in accord  with the  General
Corporation Law of the State of Delaware.

     SECOND:  That  said  amendment  was duly  adopted  in  accordance  with the
provisions  of Section  242 of the  General  Corporation  of Law of the State of
Delaware  (the  "GCL"),  by consent of a majority  of the votes  represented  by
outstanding  stock  entitled  to vote  thereon  given at the  annual  meeting of
Shareholders held in accordance with the provisions of Section 222 of the GCL.

                                     EX-3.1

<PAGE>

     THIRD:  That the capital of said corporation  shall not be reduced under or
by reason of said amendment.

     IN WITNESS OF, said corporation has caused this certificate to be signed by
Henry Platek, its President, and Mitchell Gerstein, its secretary, this day of ,
2000.

                                         by /S/ Henry Platek
                                         ------------------------------
                                                Henry Platek, President


                                          by /s/ Mitchell Gerstein
                                          ----------------------------------
                                                Mitchell Gerstein, Secretary

                                     EX-3.1