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 February, 2005

                          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: February 18, 2005              By: /s/ Aaron Serruya
                                         -----------------------------------
                                         Name: Aaron Serruya
                                         Title:    Executive Vice President










                                INDEX TO EXHIBITS

99.1 Registrant's Press Release with regard to the end of distribution of Weight
     Watchers Smart Ones Frozen Novelty Products as of May 1, 2005

99.2 Amendment to Management Information Circular and Notice of Meeting dated
     February 16, 2005

99.3 Amended Proxy Solicited by Management for use at the Annual Meeting of
     Shareholders to be held on February 25, 2005 and the confirmatory Meeting
     of Shareholders to be held on March 11, 2005



                          STATEMENT OF DIFFERENCES

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

EX-99

                                                                    EXHIBIT 99.1

                                   NEWS FROM:
                         COOLBRANDS INTERNATIONAL, INC.


FOR IMMEDIATE RELEASE: FEBRUARY 18, 2005

    COOLBRANDS INTERNATIONAL, INC. TO END DISTRIBUTION OF WEIGHT WATCHERS'r'
            SMART ONES'r' FROZEN NOVELTY PRODUCTS AS OF MAY 1, 2005


Toronto, Canada, February 18, 2005 - As part of a settlement agreement,
CoolBrands International, Inc. (TSX: COB.SV.A) will no longer manufacture, sell,
market or distribute ice cream and frozen novelty products using Weight
Watchers'r' and Smart Ones'r' trademarks as of May 1, 2005.

The settlement was reached between CoolBrands International, Inc., Weight
Watchers International, Inc. (NYSE: WTW), and Wells' Dairy, Inc., thus
concluding the pending litigation among the parties.

Wells' Dairy, Inc. is the exclusive licensee for the extensive line of ice cream
and frozen novelties sold under the Weight Watchers'r' brand.

For More Information Contact:

U.S. and International                   Canada
Jeremy Fielding/Jon Morgan               Robin Sears
Kekst and Company                        Navigator Ltd.
(212) 521 4800                           (416) 642-6437

About CoolBrands International:

CoolBrands International competes 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 competes in the fast-growing "Better-for-You" ice cream category with
offerings such as fat free, non-dairy Whole Fruit Sorbet and Atkins Endulge
controlled carbohydrate super premium ice cream. New "Better-for-You" offerings
by CoolBrands include No Pudge! Branded frozen snacks and a line of
"Better-for-Kids" frozen snacks sold under the Crayola, Justice League, Snapple,
Care Bears and Trix Pops brands. CoolBrands also competes in the super premium
ice cream category with the Dreamery Ice Cream and Godiva Ice Cream brands. In
addition, CoolBrands markets a wide variety of "all family" premium ice creams
and







frozen snacks under brand names including Eskimo Pie, Chipwich, Tropicana,
Welch's, Yoplait and Welch's.

CoolBrands' subsidiary, Eskimo Pie Frozen Distribution, operates a "direct store
door" (DSD) ice cream distribution system in selected markets 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, frozen snacks and other food products to well known national
retailers, food companies and restaurant chains.

CoolBrands' Foodservice Division manufactures and sells premium soft serve ice
cream and frozen yogurt to the foodservice industry. CoolBrands' Dairy
Components Division 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' Franchising Division franchises and licenses frozen dessert outlets
operated under a Family of Brands including Tropicana Smoothies, Juices & More,
Swensen's Ice Cream, I Can't Believe It's Yogurt, Yogen Fruz, Bresler's Premium
Ice Cream, Golden Swirl and Ice Cream Churn, with company owned, franchised and
non-traditional partnership locations around the world.

For more information about CoolBrands, visit www.coolbrandsinc.com.

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.

EX-99

                                                                    EXHIBIT 99.2

       AMENDMENT TO MANAGEMENT INFORMATION CIRCULAR AND NOTICE OF MEETING


TO: ALL SHAREHOLDERS OF COOLBRANDS INTERNATIONAL INC.

The Management Information Circular of CoolBrands International Inc. (the
"Company") dated January 17, 2005 in respect of a meeting of shareholders to be
held on February 25, 2005 is hereby amended to provide that Richard Smith, Irwin
Simon and Mark Stevens will not be standing for election as directors, and that
L. Joshua Sosland will be standing for election as a director. Accordingly, nine
nominees will be proposed at the meeting to be held February 25, 2005: Robert E.
Baker, Joseph Binder, Beth Bronner, Romeo DeGasperis, Aaron Serruya, Michael
Serruya, David M. Smith, Joshua Sosland and David J. Stein. The election of
Robert E. Baker, Joseph Binder, and Beth Bronner shall be conditional upon the
enactment of the special resolution attached as Exhibit "A" (which will be put
to the shareholders at the meeting to be held February 25, 2005) and whose
election shall be effective upon and not before such passage.

The special resolution must also be passed at a confirmatory general meeting as
required by Section 87(1) of the Companies Act (Nova Scotia), which will be held
on Friday, March 11, 2005 at 10:00 a.m. (Toronto time) to confirm the special
resolution (if such resolution is approved by three-quarters of votes present at
the annual meeting). The confirmatory meeting will be held at the offices of the
Company at 8300 Woodbine Avenue, 5th Floor, Markham, Ontario, L3R 9V7.

A revised form of proxy is enclosed for use in connection with the meetings.
Holders of multiple voting shares and subordinate voting shares who are unable
to attend the meetings in person are requested to sign and return the form of
proxy in the envelope provided for that purpose. To be effective, proxies must
be received before 5:00 p.m. (Toronto time) on February 24, 2005 by Equity
Transfer Services Inc., 120 Adelaide Street West, Suite 420, Toronto, Ontario,
M5H 3V1, or by facsimile at 416-361-0470, or by the close of business on the
business day preceding the date of any adjourned or postponed meeting, or be
presented prior to the commencement of the meeting or any adjourned or postponed
meeting. Proxies received following the meeting to be held on February 25, 2005,
and prior to 5:00 p.m. (Toronto time) on the business day prior to the March 11,
2005 confirmatory meeting will be voted at the confirmatory meeting to be held
March 11, 2005 with respect to item (a) set forth in the revised form of proxy.
Only shareholders of record at the close of business on January 17, 2005 are
entitled to notice of the meetings and any adjournment or postponement thereof,
while only shareholders of record as of the close of business on January 17,
2005 are entitled to vote at the meetings, except to the extent that a person
has transferred any multiple voting shares or subordinate voting shares after
that date and the new holder of such shares establishes proper ownership and
demands not later than 10 days before the date of the meeting to be included in
the list of shareholders eligible to vote at the meetings. Proxies previously
delivered will be voted as substituted.

DATED at Markham, Ontario this 16th day of February, 2005

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          /s/ Aaron Serruya
                                          ------------------------------------









                                   EXHIBIT "A"

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT the articles of association of the
Company be amended (i) by deleting Article 63 therefrom and substituting
therefor, as Article 63, the following, effective immediately,

          Unless otherwise determined by resolution of shareholders, the number
          of directors shall not be less than five or more than fifteen.

and (ii) by deleting Article 65 therefrom and substituting therefor, as Article
65, the following, effective immediately,

          The continuing directors may act notwithstanding any vacancy in their
          body, but if their number falls below the minimum permitted, the
          directors shall not, except in emergencies or for the purpose of
          filling vacancies, act so long as their number is below the minimum.

and that the amendment of the articles of association of the Company shall not
in any way prejudice or affect any acts, matters or things done or performed by
the shareholders, directors, officers or agents of the Company pursuant hereto.

EX-99

                                                                    EXHIBIT 99.3

                          COOLBRANDS INTERNATIONAL INC.


     AMENDED PROXY SOLICITED BY MANAGEMENT FOR USE AT THE ANNUAL MEETING OF
    SHAREHOLDERS TO BE HELD ON FEBRUARY 25, 2005 AND THE CONFIRMATORY MEETING
                  OF SHAREHOLDERS TO BE HELD ON MARCH 11, 2005

         The undersigned shareholder of COOLBRANDS INTERNATIONAL INC. (the
"Corporation") hereby appoints Michael Serruya, Co-Chairman of the Corporation,
or failing him, Aaron Serruya, a director of the Corporation, or in lieu of the
foregoing                     as nominee of the undersigned to attend, act and
vote for the undersigned at the annual meeting of shareholders of the
Corporation to be held on February 25, 2005 and at any adjournments or
postponements thereof, as well as (with respect to item (a) only), the
confirmatory meeting of shareholders to be held on March 11, 2005 and at
any adjournments or postponements thereof (each a "meeting").

         The undersigned specifies that all of the voting shares owned by him
and represented by this form of proxy shall be:

              (a)      VOTED FOR                 [ ]

                       VOTED AGAINST             [ ]
                       in respect of the special resolution attached as Exhibit
                       "A" to the Amendment to Management Information Circular
                       and Notice of Meeting dated February 16, 2005

              (b)      VOTED FOR                 [ ]

                       WITHHELD FROM VOTING      [ ]
                       in respect of the election as directors of those persons
                       listed below; Robert E. Baker, Joseph Binder, Beth L.
                       Bronner, Romeo DeGasperis, Aaron Serruya, Michael
                       Serruya, David M. Smith, Joshua Sosland, David J. Stein

              (c)      VOTED FOR                 [ ]

                       WITHHELD FROM VOTING      [ ]
                       in respect of the appointment of BDO Dunwoody LLP as
                       auditor and authorizing the directors to fix the
                       auditor's remuneration;

              (d)      VOTED at the discretion of the proxy nominee on any other
                       matters as may be properly come before the meeting or any
                       adjournments or postponements thereof;

                  If an amendment or variation to matters identified in the
                  notice of meeting are proposed at the meetings or any
                  adjournments or postponements thereof or if any other matters
                  properly come before the meetings or any adjournment or
                  postponements thereof, this proxy confers discretionary
                  authority to vote on such amendments or variations or on such
                  other matters according to the best judgment of the person
                  voting the proxy at the meetings or any adjournments or
                  postponements thereof.

                  This proxy is solicited on behalf of the management of the
                  Corporation. A shareholder has the right to appoint a person
                  to represent him and to attend and act for him on his behalf
                  at the meeting other than the nominees designated above and
                  may exercise such right by inserting the name of his nominee
                  in the space provided above for that purpose.

                  The undersigned hereby revokes any proxy previously given:

                  DATED the ______________ day of __________________ , 2005.


                       ----------------------------------------------
                       Name of Shareholder (Please Print)

                       ----------------------------------------------
                       Signature of Shareholder









         NOTES:

1.       The shares represented by this proxy will be voted or withheld from
         voting on any ballot that may be called in accordance with the
         foregoing directions and, if the shareholder specifies a choice with
         respect to any matter to be acted upon, the shares will be voted
         accordingly. In the event that no specification has been made with
         respect to voting or withholding from voting in respect of the election
         of directors, or the appointment of the auditor and the authorization
         of the directors to fix the remuneration of the auditor, the proxy
         nominees are instructed to vote the shares represented by this proxy in
         favour of such matters.

2.       This proxy form must be signed and dated by the shareholder or his
         attorney authorized in writing, or, if the shareholder is a
         corporation, by any officer or attorney thereof duly authorized. If the
         proxy form is not dated in the space provided it is deemed to bear the
         date on which it is mailed to the Corporation.

3.       Properly executed forms of proxy must be received before 5:00p.m.
         (Toronto time) on February 24, 2005 by Equity Transfer Services Inc.,
         120 Adelaide Street West, Suite 420, Toronto, Ontario, M5H 3V1 or by
         facsimile at 416-361-0470, or by the close of business on the business
         day preceding the day of the meetings or any adjourned or postponed
         meetings thereof (excluding Saturdays, Sundays and holidays). Proxies
         received following the meeting to be held on February 25, 2005, and
         prior to 5:00 p.m. (Toronto time) on the business day prior to the
         March 11, 2005 confirmatory meeting will be voted at the confirmatory
         meeting to be held on March 11, 2005 with respect to item (a) set forth
         in this form of proxy.