6-K

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                          For the month of August, 2004

                          Commission File No. 000-27476
                                              ---------

                          CoolBrands International Inc.
                          -----------------------------
                 (Translation of registrant's name into English)

              8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7
              -----------------------------------------------------
                    (Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                          Form 20-F [ ] Form 40-F [X]

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1)________

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7)________

     Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes [ ] No [X]

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-_________








                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       COOLBRANDS INTERNATIONAL INC.

Date: August 11, 2004                  By: /s/ Aaron Serruya
                                           ---------------------------------
                                           Name:  Aaron Serruya
                                           Title: Executive Vice President









                                INDEX TO EXHIBITS

99.1   Press Release relating to Registrant's filing of a $360 million lawsuit
       against Weight Watchers International for breaching its licensing
       agreement.





                          STATEMENT OF DIFFERENCES
                          ------------------------

The trademark symbol shall be expressed as ..............................'TM'
The registered trademark symbol shall be expressed as ...................'r'

EX-99

                                                                    EXHIBIT 99.1

                                   NEWS FROM:
                          COOLBRANDS INTERNATIONAL INC.


FOR IMMEDIATE RELEASE: August 11, 2004
- --------------------------------------

For More Information Contact:
         Michael Serruya, Co-Chairman
         CoolBrands International Inc.
         Email Address: mserruya@coolbrandsinc.com
         Telephone: (905) 479-8762

- --------------------------------------------------------------------------------

     COOLBRANDS FILES $360 MILLION LAWSUIT AGAINST WEIGHT WATCHERS INTERNATIONAL
FOR BREACHING LICENSING AGREEMENT

Seeks Redress from Weight Watchers and Wells Dairy for Tortious Interference
with CoolBrands' business

TORONTO, CANADA AND RONKONKOMA, NY, August 11, 2004 - CoolBrands International
Inc. (TSX: COB.A) today announced that it has filed a lawsuit against Weight
Watchers International Inc. (NYSE: WTW) and Wells' Dairy in response to their
violation of Weight Watchers' binding, exclusive Master License Agreement
("MLA") with CoolBrands. That Agreement confers upon CoolBrands the exclusive
right to use the Weight Watchers trademark in connection with the manufacture,
sale and distribution of ice cream and frozen novelty products until September
28, 2004. Additionally, after that time the Agreement confers upon CoolBrands a
non-exclusive right to continue using that trademark in connection with the
manufacture, sale and distribution of ice cream and frozen novelty products
until September 28, 2005.

The lawsuit, filed in New York Supreme Court in Nassau County, seeks to recover
compensatory and punitive damages of $360 million resulting from Weight Watchers
and Wells' Dairy disregard and multiple breaches of the MLA, and redress from
both defendants for using false claims and omissions of fact to tortiously
interfere with CoolBrands' existing strong relationships with its customers.

Specifically, the lawsuit charges that Weight Watchers:








o    Unlawfully entered into a licensing agreement with Wells' Dairy on July 28,
     2004, violating the terms of its existing Agreement with CoolBrands, which
     prohibits Weight Watchers from entering into any future licenses for the
     use of the Weight Watchers trademark on frozen novelties and ice cream
     until Weight Watchers' exclusive agreement with CoolBrands expires on
     September 28, 2004. (paragraphs 7-8)

o    Conspired with Wells Dairy to breach the MLA, with the intent to deny
     CoolBrands the opportunity to use the remaining two months before the
     expiration of the Agreement to conclude negotiations with other potential
     licensors on terms favorable to CoolBrands, and begin competing with
     CoolBrands before the MLA gave them a right to do so. (paragraphs 9-11)

o    Jointly issued a press release with Wells Dairy, in addition to Wells Dairy
     sending a letter to CoolBrands' customers, falsely claiming that Wells had
     the exclusive license to manufacture, sell and distribute Weight Watchers
     branded frozen novelties and ice cream, when, in fact, the MLA remains in
     effect until twelve months after September 28, 2004. (paragraphs 16-17)

o    Breached the Agreement by granting Wells an exclusive license to use the
     Weight Watchers trademark on such products prior to September 28, 2005.
     (paragraph 15)

o    In a further attempt to deny CoolBrands its rights under the MLA, filed and
     publicized a legal action in which Weight Watchers sought in effect to
     rewrite the MLA and prematurely terminate the MLA. (paragraph 18)

The Company said that these actions and false statements were an attempt to
impair CoolBrands' ability to sell its popular and successful Smart Ones brand
of ice cream and frozen novelties, and damage CoolBrands' goodwill and
reputation with customers, investors and the general public.

David Stein, President and Chief Executive Officer, said, "The issue is clear
cut: Weight Watchers broke their Agreement with us, and then tried to deceive
our retailers into accepting a new product from Wells, in further violation of
the terms of the agreement. CoolBrands will not be bullied by Weight Watchers,
and we will hold them accountable for their attempt to damage our business. We
have sought to enforce the terms of our legally binding Agreement."

"Weight Watchers and Wells' unlawful action is a transparent attempt to
undermine our competitive position in the market. By breaching our Agreement,
Weight Watchers has attempted unlawfully to obtain an unfair competitive
advantage. They resorted to litigation against us in a blatant publicity attempt
to push retailers into replacing the highly popular Smart Ones products with the
Wells' Dairy new product. We will vigorously enforce the plain language of the
contract and our legal rights, which prohibit such conduct. We will seek redress
for the damage Weight Watchers has inflicted. And we will fight to protect our
customers, employees and shareholders and ensure that they will not be
disadvantaged because of Weight Watchers' actions."








"Despite Weight Watchers' unlawful conduct, we will continue to build upon our
position of leadership in the "better-for-you" frozen novelty segment by
pursuing exciting new partnerships such as our recent alliances with Yoplait for
Yoplait Frozen Breakfast Bars and Atkin's, that we expect will grow our base of
consumers and retailers," Mr. Stein concluded.

The Company said that the full text of its complaint will be available today on
its website, www.coolbrandsinc.com

TIMELINE

o    In 1995, Eskimo Pie Corporation (now owned by CoolBrands International
     Inc.) entered into a licensing agreement with H.J. Heinz for the
     manufacture, distribution and sale of Weight Watchers branded frozen
     novelties.

o    In 1998, with sales of Weight Watchers frozen meals and frozen novelties
     sharply declining, H.J. Heinz rebranded these products by adding a new and
     distinctive Smart Ones identity, resulting in a transformation of the
     brand.

o    In August 2000, CoolBrands and its subsidiary Integrated Brands purchased
     Eskimo Pie and in October 2000, Weight Watchers consented to the change of
     control of Eskimo Pie and Eskimo and the continuation of the exclusive
     agreement.

o    Before the rebranding of Weight Watchers products by adding the Smart Ones
     identity, Weight Watchers failed to rank in the top 20 brands in the frozen
     novelty category and sales were trending consistently lower year after
     year. Since the rebranding, and through the investment and stewardship of
     CoolBrands after August 2000, annual sales of Smart Ones frozen novelties
     and ice cream have grown eight-fold. Currently, CoolBrands' line of Smart
     Ones frozen novelties rank in the top 3 national brands, with sales
     increasing substantially in each of the past 6 years.

o    Today, Smart Ones products earn $400 million of retail sales nationwide.
     Smart Ones is the registered trademark of H.J. Heinz Company.

o    Under the provisions of the MLA, following the expiration date of September
     28, 2004, there is a one-year period in which CoolBrands may continue to
     sell, manufacture and distribute Weight Watchers frozen desserts on a
     non-exclusive basis. During that period, CoolBrands will be the only
     company marketing Smart








     Ones frozen novelties and ice cream.

o    Under the provisions of the MLA, Weight Watchers is prohibited from
     entering into any future license prior to September 28, 2004. Additionally,
     Weight Watchers is prohibited from granting exclusive licensing rights to
     any party that take effect prior to September 28, 2005.

o    By entering into the Future License, Weight Watchers and Wells' Dairy
     violated these prohibitions of the MLA.

o    On July 28, 2004, Weight Watchers' and Wells' Dairy issued a press release
     stating that "Weight Watchers International, Inc. and Wells' Dairy,...have
     entered into an exclusive licensing agreement commencing October 1, 2004.
     Under this agreement, Wells Dairy will be the exclusive marketer, producer
     and distributor of the extensive line of frozen novelties and ice cream
     under the Weight Watchers brand." (emphasis added)

o    Wells Dairy also distributed to retailers, including CoolBrands' customers,
     a letter misleading customers to believe that Wells' Dairy had an
     "exclusive licensing agreement with Weight Watchers International effective
     October 1, 2004 to develop, produce, market, sell and distribute all Weight
     Watchers ice cream and frozen novelties..." (emphasis added)

o    By falsely claiming that Wells' license to use the Weight Watchers name is
     exclusive, and thereby deceiving retailers into buying the new Wells Dairy
     product, Weight Watchers and Wells are seeking to deny CoolBrands its right
     to market its Smart Ones products in accordance with the MLA.

o    As described in the complaint, Wells and Weight Watchers acted with full
     knowledge of the fact that a breach of the Agreement with CoolBrands and
     their conduct constituted tortious interference with CoolBrands' contracts
     and business relationships.

About CoolBrands International:

CoolBrands International is a leader in the consumer products and franchising
segments of the frozen dessert industry, marketing a diverse range of frozen
dessert products under nationally and internationally recognized brand names.
CoolBrands is the pre-eminent company in the fast-growing "better-for-you" ice
cream category with offerings such as fat free, non-dairy Whole Fruit'TM'
Sorbet, Weight Watchers'r' Smart Ones'r' low-fat and fat-free frozen desserts
and new Atkins'r' Endulge'TM' controlled carbohydrate super premium ice cream.
CoolBrands also competes in the super premium ice cream category with the
Dreamery'r' Ice Cream and Godiva'r' Ice Cream brands. In addition, CoolBrands
markets a wide variety of "all family" premium ice creams, frozen novelties and
frozen desserts under the Eskimo Pie'r', Chipwich'r', Tropicana'r', Welch's'r',
Yoplait'r', Betty Crocker'r' and Trix'r' brand names.








CoolBrands' subsidiary, Eskimo Pie Frozen Distribution, operates the second
largest "direct store delivery" (DSD) ice cream distribution system in the U.S.,
serving these CoolBrands products and a growing family of Partner Brands to
supermarkets, convenience stores and other retail customers.

CoolBrands' subsidiary, Americana Foods, is a leading U.S. manufacturer and
supplier of soft serve mixes, packaged ice cream, frozen yogurt and sorbet
products and frozen novelties to well known national retailers, food companies
and restaurant chains. Americana Foods also manufactures and sells products for
the foodservice channel, which are extensively used to standardize quality and
reduce labor costs in on-site food preparation.

Coolbrands' Foodservice Division manufactures and sells premium soft serve ice
cream and frozen yogurt to the foodservice industry. CoolBrands also
manufactures and sells a full line of quality flavours, chocolate coatings,
fudge sauces, powders for chocolate milk, egg nog bases and other ingredients
and flexible packaging products for use in private label dairy products in
addition to the Company's brands.

CoolBrands also franchises and licenses frozen dessert outlets operated under a
Family of Brands including Tropicana'r' Smoothies, Juices & More, Swensen's'r'
Ice Cream, I Can't Believe It's Yogurt'r', Yogen Fruz'r', Bresler's'r' Premium
Ice Cream, Golden Swirl'r' and Ice Cream Churn'r', with company owned,
franchised and non-traditional partnership locations around the world.

This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding, among
other things, statements relating to goals, plans and projections regarding the
Company's financial position and business strategy. These statements may be
identified by the fact that they use such words as "anticipate," "estimate,"
"expect," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. Such forward-looking statements are based on current expectations
and involve inherent risks and uncertainties, including factors that could
delay, divert or change any of them, and could cause actual outcomes and results
to differ materially from current expectations. These factors include, among
other things, market factors, competitive product development and promotional
activity, the level of consumer interest in the Company's products, product
costing, the weather, the performance of management, including management's
ability to implement its plans as contemplated, the Company's relationship with
its customers, franchisees, licensees and licensors, governmental regulations
and legislation and litigation. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.

Contacts:
U.S. and International
Jeremy Fielding/Jon Morgan
Kekst and Company
(212) 521 4800

Canada
Robin Sears/Jaime Watt
Navigator Ltd.
(416) 642 6434