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 January, 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:    January 31, 2005                 By: /s/ Aaron Serruya
                                              ----------------------------------
                                              Name: Aaron Serruya
                                              Title: Executive Vice President







                                INDEX TO EXHIBITS

99.1     Registrant's Press Release with regard to election of David Stein as
         Co-Chairman and CEO.