Exhibit 99.2
Form 51-102F3
Material Change Report
PART 1 CONTENT OF MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
CoolBrands International Inc.
8300 Woodbine Avenue
5th Floor
Markham, Ontario L3R 9Y7
Item 2 Date of Material Change
November 23, 2005
Item 3 News Release
A press release was issued by Canada Newswire on November 23, 2005 in
Toronto.
Item 4 Summary of Material Change
CoolBrands International Inc. ("CoolBrands") determined that it will
not meet the deadline under Canadian securities legislation of November 29, 2005
for the filing of its audited annual financial statements, related management's
discussion and analysis ("MD&A") and annual information form ("AIF") for its
financial year ended August 31, 2005.
Item 5 Full Description of Material Change
CoolBrands determined that it will not meet the deadline under Canadian
securities legislation of November 29, 2005 for the filing of its audited annual
financial statements, related MD&A and AIF for its financial year ended August
31, 2005. This delay is primarily due to three factors:
o CoolBrands has adopted, on a retroactive basis, accounting principles
generally accepted in the United States of America. Previously, CoolBrands
prepared its annual and interim consolidated financial statements in
accordance with accounting principles generally accepted in Canada. In
connection with this change, CoolBrands will be complying with the
transition requirements set out in National Instrument 52-107 - Acceptable
Accounting Principles, Auditing Standards and Reporting Currency.
o The presence of difficulties in co-ordinating access to and review of
confirmatory supporting financial data from third party contract service
providers required by CoolBrands' external auditor. Access to this data is
required in order for CoolBrands' external auditor to complete its audit.
The data relate primarily to the Breyer's Yogurt business, which CoolBrands
acquired from Kraft Foods, Inc. earlier this year.
o CoolBrands is also completing a review of the fair value of its intangible
assets, such as goodwill and licenses, in order to assess the extent to
which the value of such intangible assets has become impaired.
CoolBrands and its auditor expect to complete the necessary work for the
audited financial statements, MD&A and AIF to be completed and filed by December
13, 2005.
Pending the filing of its annual audited financial statements, MD&A and
AIF, CoolBrands intends to satisfy the alternative information guidelines
recommended by Ontario Securities Commission ("OSC") Policy 57-603 and Canadian
Securities Administrators ("CSA") Staff Notice 57-301. The Company will request
from the applicable Canadian securities regulators that a management cease trade
order related to Coolbrands' securities be imposed against some or all of the
persons who have been directors, officers or insiders of Coolbrands. If granted,
such an order would not generally affect the ability of persons who have not
been directors, officers or insiders of Coolbrands to trade Coolbrands'
securities.
Canadian securities regulators may impose an order that all trading in
securities of CoolBrands cease, either permanently, or for such period as is
specified in the order, if CoolBrands does not file its audited annual financial
statements, MD&A and AIF by January 29, 2006.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not Applicable.
Item 7 Omitted Information
None.
Item 8 Executive Officer
Further information regarding the matters described in this report may
be obtained from David J. Stein, the Co-Chairman, President, Chief Executive
Officer and a Director of CoolBrands, who is knowledgeable about the details of
the material change and may be contacted at (631) 737-9700 (ext. 216).
Item 9 Date of Report
November 23, 2005.