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 July, 2006

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 x Form 40-F o

          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 o 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: July 25, 2006	By:	/s/ David J. Stein
		Name: David J. Stein
		Title:    President and Chief Executive Officer

INDEX TO EXHIBITS

99.1 Registrant’s Press Release regarding its financial results for the third quarter of fiscal 2006.

99.2 Registrant’s Press Release regarding its announcement of a breach of covenant in its Credit Agreement, dated April 21, 2006, among the Registrant, the Lenders party thereto and JPMorgan Chase Bank, N.A. as Adminstrative Agent.

99.3 Registrant’s Press Release regarding the cancellation of its third quarter conference call.

EX-99

Exhibit 99.1

COOLBRANDS INTERNATIONAL INC.

8300 Woodbine Avenue, 5th Floor	Contact: David J. Stein
Markham, Ontario, Canada, L3R 9Y7	Telephone: (631) 737-9700(x216)

COOLBRANDS REPORTS FINANCIAL RESULTS
FOR THE THIRD QUARTER OF FISCAL 2006

Toronto, Canada, July 17, 2006 - CoolBrands International Inc. (TSX: COB.SV.A) today announced financial results for the third quarter of fiscal 2006.

Financial Results

Revenues for the third quarter of fiscal 2006 increased to $95,554,000 from $92,106,000 for the same quarter last year. Net loss for the quarter was $(11,814,000) (($0.21) basic and diluted loss per share) as compared with a net loss of $(6,233,000) (($0.11) basic and diluted earnings per share) for the same quarter last year.

Commenting on the results, David J. Stein, President, Chief Executive Officer and Co-Chairman of CoolBrands International Inc., stated, “Negative results were driven by continued declines in our frozen desserts business, underscoring our need to refocus our brand portfolio on more appealing and strongly differentiated brands and products. Our new product initiatives this year, which began showing up on store shelves in the third quarter, reflect that strategy. Meanwhile, our other three operating segments, including our Breyer’s® Yogurt business, showed stable revenues and profitability.

Restatement of financial statements for the period ended February 28, 2006

The Company has revised its financial statements for the three month period ended February 28, 2006 to reflect the cancellation of 2,141,000 stock options which occurred during the period. The cancellation of the stock options resulted in a reduction in additional paid-in-capital and long-term deferred income taxes of $7,920,000.

Conference Call and Webcast

The Company will hold a conference call to discuss its third quarter 2006 results on July 21, 2006 at 8:30 AM Eastern time. Persons wishing to participate in the call should telephone 1-866-898-9626 in North America; local participants should call (416) 340-2216. The call will also be webcast live on the following Internet site at http://events.startcast.com/events/188/B0004 and subsequently archived at: www.coolbrandsinc.com and http://events. startcast.com/events/188/B0004

CoolBrands International Inc.
Consolidated Balance Sheets
as at May 31, 2006 and August 31, 2005

(Unaudited) (Amounts expressed in thousands of dollars)	May 31, 2006 (Unaudited)			August 31, 2005
Assets
Current assets:
Cash	$	997		$	24,062
Investments					7,500
Restricted cash					10,000
Receivables, net		45,125			51,575
Receivables – affiliates		1,953			1,919
Inventories		39,074			49,472
Franchising net assets held for sale					7,203
Income taxes recoverable		17,588			9,813
Prepaid expenses		2,056			2,347
Deferred income taxes		5,148			5,148
Total current assets		111,941			169,039
Deferred income taxes, net of valuation allowance		4,861			14,799
Property, plant and equipment		44,482			46,567
Intangible and other assets		23,674			21,204
Goodwill		41,881			43,382
	$	226,839		$	294,991
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	38,872		$	51,518
Payables – affiliates		332			620
Accrued liabilities		29,415			29,417
Deferred income taxes		93			93
Short term borrowings					34,553
Notes payable to bank		20,504
Current maturities of long-term debt		3,152			18,161
Total current liabilities		92,368			134,362
Long-term debt		17,852			8,248
Other liabilities		2,988			2,442
Deferred income taxes		6,180			6,145
Total liabilities		119,388			151,197
Minority interest					5,388
Commitments and contingencies
Shareholders’ equity:
Capital stock		97,804			97,578
Additional paid-in-capital		39,119			46,376
Accumulated other comprehensive earnings		(1,450	)		(1,696	)
Retained earnings		(28,022	)		(3,852	)
Total shareholders’ equity		107,451			138,406
	$	226,839		$	294,991

CoolBrands International Inc.

Consolidated Statements of Operations

for the nine and three months ended May 31, 2006 and 2005

(Unaudited)
(Amounts expressed thousands of dollars, except for per share data)

	For the nine months ended						For the three months ended
	May 31, 2006			May 31, 2005			May 31, 2006			May 31, 2005
Net revenues:
Net sales	$	258,116		$	235,726		$	93,987		$	89,325
Drayage and other income		5,348			11,932			1,567			2,781
Total net revenues		263,464			247,658			95,554			92,106
Cost of goods sold		258,153			238,100			93,776			90,442
Selling, general and administrative expenses		38,938			29,138			13,527			13,362
Interest expense		3,515			1,465			1,051			774
Asset impairment					1,401
Loss from continuing operations before income tax and minority interest		(37,142	)		(22,446	)		(12,800	)		(12,472	)
Minority interest		(5,185	)		(2,247	)		(1,525	)		(790	)
Loss from continuing operations before income taxes		(31,957	)		(20,199	)		(11,275	)		(11,682	)
Recovery of income taxes		(7,573	)		(7,846	)		495			(4,229	)
Loss from continuing operations		(24,384	)		(12,353	)		(11,770	)		(7,453	)
Discontinued operations:
(Loss) gain from operations of Franchising segment		(192	)		2,376			(44	)		1,220
Gain on sale of Franchising segment		406
Net loss	$	(24,170	)	$	(9,977	)	$	(11,814	)	$	(6,233	)
(Loss) earnings per share, basic and diluted:
Continuing operations	$	(0.43	)	$	(0.22	)	$	(0.21	)	$	(0.13	)
Discontinued operations		0.00			0.04			0.00			0.02
Net loss	$	(0.43	)	$	(0.18	)	$	(0.21	)	$	(0.11	)
Weighted average shares outstanding:
Shares used in per share calculation – basic and diluted		56,038			55,916			56,068			55,935

CoolBrands International Inc.

Consolidated Statements of Cash Flows

for the nine and three months ended May 31, 2006 and 2005

(Unaudited)	For the nine months ended						For the three months ended
(Amounts expressed in thousands of dollars)	May 31, 2006			May 31, 2005			May 31, 2006			May 31, 2005
Cash and short term investments provided by (used in):
Operating activities:
Net loss	$	(24,170	)	$	(9,977	)	$	(11,814	)	$	(6,233	)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation and amortization		7,822			3,021			4,747			1,456
Stock-based compensation expense		750			243			130			82
Asset impairment					1,401
Deferred income taxes		2,053			(3,363	)		4,091			(1,215	)
Minority interest		(5,185	)		(2,247	)		(1,525	)		(790	)
Allowance for doubtful accounts		850			260			405			(58	)
Net loss (gain) from discontinued operations		192			(2,376	)		44			(1,220	)
Gain on sale of discontinued operations		(406	)
Cash effect of changes
Receivables		5,822			5,129			(7,145	)		(11,500	)
Receivables - affiliates		(34	)		(57	)		1,193			(617	)
Inventories		10,398			(4,578	)		1,806			(5,705	)
Prepaid expenses		(110	)		(2,614	)		(846	)		(466	)
Other assets		(2,708	)		153			(2,159	)		227
Income taxes recoverable		(7,755	)		(9,968	)		(3,581	)		(4,879	)
Accounts payable		(12,646	)		11,547			12,774			22,913
Payables - affiliates		(288	)		(600	)		(258	)		60
Accrued liabilities		1,293			12,620			(4,894	)		1,471
Other liabilities		(800	)		(93	)		(1,326	)		(26	)
Cash used in operating activities		(24,942	)		(1,499	)		(8,358	)		(6,500	)
Investing activities:
Acquisition, net of cash acquired					(59,609	)					(59,609	)
Purchase of property, plant, and equipment		(3,971	)		(8,925	)		(2,216	)		(5,738	)
Purchase of license agreements and other intangibles					(26	)					(9	)
Purchase of investments					(2,500	)					(2,500	)
Redemption of investments		7,500			18,050						18,050
Redemption of restricted cash		10,000						10,000
Issuance of notes receivable		(251	)
Collection of notes receivable		44			4			24			(9	)
Cash provided by (used in) investing activities		13,322			(53,006	)		7,808			(49,815	)
Financing activities:
Proceeds from issuance of Class A and B shares		140			57			48			27
Proceeds from bank loan		57,198			44,553			57,198			44,553
Proceeds from issuance of capital leases		172
Change in revolving line of credit, secured					1,223						1,623
Repayment of short-term borrowings		(15,690	)					(15,690	)
Repayment of long-term debt		(61,134	)		(2,908	)		(53,604	)		(1,119	)
Cash (used in) provided by financing activities		(19,314	)		42,925			(12,048	)		45,084
Decrease in cash flow due to changes in foreign exchange rates		(247	)		(4,168	)		(205	)		(3,084	)
Cash flows from discontinued operations:
Net (loss) gain from Franchising operations		(192	)		2,376			(44	)		1,220
Operating		275			2,160			193			(36	)
Investing		8,033
Financing					(222	)
Cash provided by discontinued operations		8,116			4,314			149			1,184
Decrease in cash and cash equivalents		(23,065	)		(11,434	)		(12,654	)		(13,131	)
Cash and short-term investments – beginning of period		24,062			36,277			13,651			37,974
Cash and cash equivalents – end of period	$	997		$	24,843		$	997		$	24,843

CoolBrands International Inc.
Summary Financial Data

(in thousands of dollars, except share data):
	For the nine months ended						For the three months ended
	May 31, 2006			May 31, 2005			May 31, 2006			May 31, 2005
		$			$			$			$
Net revenues		263,464			247,658			95,554			92,106
Loss from continuing operations before income taxes		(31,957	)		(20,199	)		(11,275	)		(11,682	)
Recovery of income taxes		(7,573	)		(7,846	)		495			(4,229	)
Loss from continuing operations		(24,384	)		(12,353	)		(11,770	)		(7,453	)
Discontinued operations		214			2,376			(44	)		1,220
Net loss		(24,170	)		(9,977	)		(11,814	)		(6,233	)
(Loss) earnings per share, basic and diluted:
Continuing operations	$	(0.43	)	$	(0.22	)	$	(0.21	)	$	(0.13	)
Discontinued operations		0.00			0.04			0.00			0.02
Net loss	$	(0.43	)	$	(0.18	)	$	(0.21	)	$	(0.11	)
Depreciation and amortization		7,822			3,021			4,747			1,456
Interest expense		3,515			1,465			1,051			774
Weighted average number of shares outstanding:
Shares used in per share calculation – basic and diluted		56,038			55,916			56,068			55,935

About CoolBrands International: CoolBrands International Inc. markets a broad range of ice creams and frozen snacks under a family of brands, including Eskimo Pie®, Godiva® Ice Cream, Whole Fruit™ Sorbet, Snapple® On Ice Pops, Tropicana® Fruit Bars, No Pudge! ™ Frozen Snacks, Crayola® Color Pops, Yoplait® Frozen Yogurt and many other well recognized brand names. CoolBrands also markets fresh yogurt products, including Breyers® Fruit on the Bottom, Probiotics Plus Light and Creme Savers® cup yogurt varieties. CoolBrands’ operates a “direct store door” (DSD) frozen distribution system in selected markets in the U.S. to deliver CoolBrands products and Partner Brands to supermarkets, convenience stores and other retail customers. CoolBrands’ subsidiary, Americana Foods, manufactures soft serve mixes, packaged ice cream, frozen snacks and other food products for CoolBrands and for 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. Eskimo Pie, Whole Fruit and No Pudge are trademarks of CoolBrands, all other are used under license.

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

Forward Looking Statements

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

NEWS FROM:

COOLBRANDS INTERNATIONAL INC.

8300 Woodbine Avenue, 5th Floor	Contact: David J. Stein
Markham, Ontario, Canada, L3R 9Y7	Telephone: (631) 737-9700(x216)

FOR IMMEDIATE RELEASE: July 21, 2006

COOLBRANDS ANNOUNCES BREACH OF COVENANT

Toronto, Canada, July 21, 2006 - CoolBrands International Inc. (TSX: COB.A) today announced that it has breached a covenant in its Credit Agreement dated as of April 21, 2006 (Credit Agreement), among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (JPMorgan). The breach resulted from a breach by its subsidiary of an EBITDA covenant in the subsidiary’s credit agreement with JPMorgan.

David J. Stein, Co-Chairman, President and CEO of CoolBrands, said, “It is unfortunate that this event has occurred, but the Company is currently working with its subsidiary and JPMorgan to resolve the situation.”

About CoolBrands International: CoolBrands International Inc. markets a broad range of ice creams and frozen snacks under a family of brands, including Eskimo Pie®, Disney® Frozen Snacks, Godiva® Ice Cream, Whole Fruit™ Sorbet, Snapple® On Ice Pops, Tropicana® Fruit Bars, No Pudge!™ Frozen Snacks, Crayola® Color Pops, Yoplait® Frozen Yogurt and many other well recognized brand names. CoolBrands also markets fresh yogurt products, including Breyers® Fruit on the Bottom, Probiotics Plus Light and Creme Savers® cup yogurt varieties. CoolBrands' operates a "direct store door" (DSD) frozen distribution system in selected markets in the U.S. to deliver CoolBrands products and Partner Brands to supermarkets, convenience stores and other retail customers. CoolBrands' subsidiary, Americana Foods, manufactures soft serve mixes, packaged ice cream, frozen snacks and other food products for CoolBrands and for 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. Eskimo Pie and Whole Fruit are trademarks of CoolBrands, all other marks are used under license.

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

Forward Looking Statements

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 99.3

COOLBRANDS INTERNATIONAL INC.

8300 Woodbine Avenue, 5th Floor	Contact: David J. Stein
Markham, Ontario, Canada, L3R 9Y7	Telephone: (631) 737-9700(x216)

THIRD QUARTER CONFERENCE CALL CANCELLED

Toronto, Canada, July 21, 2006 - CoolBrands International Inc. (TSX: COB.A) today announced that its conference call and webcast to review its third quarter results that was scheduled for 8:30 AM (EST) July 21, 2006 is cancelled. The Company will publish new details when the conference call is rescheduled.

About CoolBrands International: CoolBrands International Inc. markets a broad range of ice creams and frozen snacks under a family of brands, including Eskimo Pie®, Godiva® Ice Cream, Whole Fruit™ Sorbet, Snapple® On Ice Pops, Tropicana® Fruit Bars, No Pudge!™ Frozen Snacks, Crayola® Color Pops, Yoplait® Frozen Yogurt and many other well recognized brand names. CoolBrands also markets fresh yogurt products, including Breyers® Fruit on the Bottom, Probiotics Plus Light and Creme Savers® cup yogurt varieties. CoolBrands' operates a "direct store door" (DSD) frozen distribution system in selected markets in the U.S. to deliver CoolBrands products and Partner Brands to supermarkets, convenience stores and other retail customers. CoolBrands' subsidiary, Americana Foods, manufactures soft serve mixes, packaged ice cream, frozen snacks and other food products for CoolBrands and for 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. Eskimo Pie and Whole Fruit are trademarks of CoolBrands, all other marks are used under license.

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

Forward Looking Statements

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.