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  [   ]

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 1, 2006	By: /s/ Gary P. Stevens
	Name: Gary P. Stevens
	Title:   Chief Financial Officer

INDEX TO EXHIBITS

99.1 Registrant’s Material Change Report filed with SEDAR with respect to 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 Administrative Agent.

99.2 Registrant’s Press Release regarding its receipt of a reservation of rights letter from JPMorgan Chase Bank, N.A.

EX-99

Exhibit 99.1

Form 51-102F3

Material Change Report

PART 1	CONTENT OF MATERIAL CHANGE REPORT
Item 1	Name and Address of Company
	CoolBrands International Inc. (“CoolBrands”) 8300 Woodbine Avenue 5th Floor Markham, Ontario L3R 9Y7
Item 2	Date of Material Change
	July 17, 2006
Item 3	News Release
	A press release was issued by Canada Newswire on July 21, 2006.
Item 4	Summary of Material Change
	CoolBrands announced that it breached a covenant in its credit agreement dated as of April 21, 2006, with the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The breach resulted from a breach by its subsidiary of an EBITDA covenant in such subsidiary's credit agreement with JPMorgan.
Item 5	Full Description of Material Change
	CoolBrands announced that it breached a covenant in its credit agreement of April 21, 2006, with the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The breach resulted from a breach by its subsidiary, Americana Foods Limited Partnership (“Americana”), of a covenant in Americana’s credit agreement dated April 21, 2006 with the Lenders thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Such covenant required that Americana have consolidated EBITDA (as such term is defined in the credit agreement) of greater than US$(1,500,000) for the fiscal quarter ending May 31, 2006.
	The announcement was made following the issuance of a press release by Coolbrands on July 17, 2006, in which CoolBrands announced a net loss for the third quarter of fiscal 2006 of $(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.
	A copy of the credit agreement between Americana and its Lenders, and the credit agreement between CoolBrands and its Lenders, are filed with the Canadian

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	securities regulatory authorities and the United States Securities and Exchange Commission and are available at www.sedar.com and www.sec.gov.
Item 6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
	Not Applicable.
Item 7	Omitted Information
	Not Applicable.
Item 8	Executive Officer
	For further information, please contact David J. Stein, Chief Executive Officer, CoolBrands at (631) 737-9700.
Item 9	Date of Report
	July 28, 2006

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 31, 2006

COOLBRANDS RECEIVES RESERVATION OF RIGHTS LETTER

FROM JPMORGAN

Toronto, Canada, July 31, 2006 - CoolBrands International Inc. (TSX: COB.A) today announced that JPMorgan Chase Bank, N.A., as Administrative Agent (JPMorgan) of two separate Credit Agreements each dated April 21, 2006, has notified the Company’s subsidiaries that it is reserving its right to terminate its commitment to lend under the Credit Agreements as a result of the previously announced breach of the covenant at a subsidiary related to a minimum level of EBITDA for the three months ended May 31, 2006. JP Morgan indicated that, while it is not terminating its commitment to lend at this time, it retains the right to do so for any reason as a result of defaults that continue to exist under the Credit Agreements.

The Company remains committed to working with JP Morgan to resolve this situation. With the assistance of its financial advisors, Duff & Phelps LLC, the Company continues to explore various strategic alternatives that may be available to it, such as the disposition of non-core assets, but there is no assurance that any particular transaction will be effected within any specific period of time, or at all.

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, Disney® Frozen Snacks, 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.

Exhibit 99.2

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.