CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
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
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