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                                                   -----------------------------
            UNITED STATES                            OMB APPROVAL
  SECURITIES AND EXCHANGE COMMISSION               -----------------------------
        Washington, D.C. 20549                     OMB Number:     3235-0381
                                                   Expires:     April  30, 2006
              Form 40-F                            Estimated average burden
                                                   hours per response........427
                                                   -----------------------------

[Check one]

                 [ ]     REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                OR

                 [X]     ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


<TABLE>
<S>                               <C>                         <C>                           <C>
For the fiscal year ended         August 31, 2004             Commission File Number        000-27476
                                  ---------------------                                     ------------------
</TABLE>


                          COOLBRANDS INTERNATIONAL INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


--------------------------------------------------------------------------------
         (Translation of Registrant's name into English (if applicable))

                         Province of Nova Scotia, Canada
--------------------------------------------------------------------------------
        (Province or other jurisdiction of incorporation or organization)

                                      2024
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    (Primary Standard Industrial Classification Code Number (if applicable))


--------------------------------------------------------------------------------
              (I.R.S. Employer Identification Number (if applicable))

                         8300 Woodbine Avenue, 5th Floor
                                Markham, Ontario
                                 Canada L3R 9Y7
                                 (905) 479-8762
--------------------------------------------------------------------------------
   (Address and telephone number of Registrant's principal executive offices)

                             Integrated Brands Inc.
                               4175 Veterans Hwy.
                              Ronkonkoma, NY 11775
                              Attn Gary P. Stevens
                                 (631) 737-9700
--------------------------------------------------------------------------------
                     (Name, Address (including zip code) and
                     telephone number (including area code)
                       of agent for service in the United
                                     States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class                   Name of each exchange on which registered
NOT APPLICABLE
------------------------              ------------------------------------------

------------------------              ------------------------------------------

SEC 2285 (08-03)         Persons who are to respond to the collection of
                         information contained in this form are not required to
                         respond unless the form displays a currently valid OMB
                         control number.





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Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
                                (Title of Class)

--------------------------------------------------------------------------------
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                            Subordinate Voting Shares
                             Multiple Voting Shares
--------------------------------------------------------------------------------
                                (Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

 [X]  Annual information form       [X]  Audited annual financial statements


Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

                      Subordinate Voting Shares: 49,891,068
                        Multiple Voting Shares: 6,029,865

Indicate by check mark whether the Registrant by filing 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
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to
the Registrant in connection with such Rule.

      Yes                    82-                          No          X
            --------                --------------                ---------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.

              Yes       X                         No
                     -------                            -------


                                       2




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A.       Incorporation by Reference

Exhibits 1 and 2 to this Report are incorporated by reference.

B.       Undertaking

The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.

C.       Consent to Service of Process

The Registrant has previously filed with the Commission a written consent to
service of process and power of attorney on Form F-X in connection with the
Subordinate Voting Shares and Multiple Voting Shares.

D.       Disclosure Controls and Procedure

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of
the Registrant's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end
of the fiscal year ended August 31, 2004, the Registrant's co-chief executive
officers and its chief financial officer have concluded that the Registrant's
disclosure controls and procedures are designed to provide reasonable assurance
that information required to be disclosed by the Registrant in the reports that
the Registrant files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the U.S. Securities and Exchange Commission and are
operating in an effective manner.

(b) Changes in internal controls. During the fiscal year ended August 31, 2004,
there were no changes in the Registrant's internal controls over financial
reporting that have materially affected, or are reasonably likely to materially
affect these internal controls over financial reporting.


                                       3




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E.       Audit Committee Financial Expert

The Registrant's board of directors has determined that it has at least one
audit committee financial expert serving on its audit committee. Mr. Romeo
DeGasperis has been determined to be such audit committee financial expert. Mr.
DeGasperis is independent, as that term is defined by the Nasdaq listing
standards. The SEC has indicated that the designation of Mr. DeGasperis as an
audit committee financial expert does not make Mr. DeGasperis an "expert" for
any purpose, impose any duties, obligations or liability on Mr. DeGasperis that
are greater than those imposed on members of the audit committee and board of
directors who do not carry this designation or affect the duties, obligations or
liability of any other member of the audit committee.

F.       Code of Ethics

The Registrant has adopted a code of ethics (the "Code of Business Conduct and
Ethics") that applies to all employees and officers, including its principal
executive officers, principal financial officer and principal accounting
officer. The Code of Business Conduct and Ethics was previously filed with the
Commission as an exhibit to its annual report on Form 40-F for the fiscal year
ended August 31, 2003, and is hereby incorporated by reference into this annual
report on Form 40-F.

G.       Principal Accountant Fees and Services

BDO Dunwoody LLP has served as the Registrant's auditing firm for the previous
two fiscal years. Fees payable for the years ended August 31, 2004 and August
31, 2003 to BDO Dunwoody LLP and its affiliates are U.S. $403,700 and U.S.
$355,250 and CND $12,000 respectively. Fees payable to BDO Dunwoody LLP in 2004
and 2003 are detailed below.

                               Year ended                 Year ended
                            August 31, 2004             August 31, 2003

    Audit Fees               US $380,500                 US $331,000
    Audit-related fees       US $ 17,000                 US $ 24,250
    Tax fees                  US $ 6,200                 CN $ 12,000
    All other fees                --                         --


The nature of each category of fees is described below.

Audit Fees

Audit fees were paid for professional services rendered by the auditors for the
audit of the Registrant's annual financial statements or services provided in
connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees were paid which related to the performance of the audit or
review of the annual financial statements and not reported under the audit fees
item above. These services consisted of reviewing the Company's financial
statements and the audit of a subsidiary's 401K plan.

Tax Fees


                                       4




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Tax fees were paid for tax compliance. These services consisted of tax
compliance including the preparation of original tax returns.

All Other Fees

No accountant's fees were paid for products and services other than the audit
fees, audit-related fees and tax fees described above.

Pre-Approval Policies and Procedures

The Audit Committee has considered whether the provision of services other than
audit services is compatible with maintaining the auditors' independence and has
adopted a policy of pre-approving all of the provision of these services. For
the year ended August 31, 2004, all of the services described above were
approved by the Audit Committee.

Approximately 90% of the hours expended on the principal accountant's engagement
to audit the Registrant's financial statements for the fiscal year ended August
31, 2004 were attributed to work performed by BDO Seidman LLP, a member firm of
BDO International, of which BDO Dunwoody is also a member.


                                       5




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H.     Tabular Disclosure of Contractual Obligations as of August 31, 2004 (in
       Thousands of Canadian Dollars)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Contractual Obligations                         Payments due by period
----------------------------------------------------------------------------------------------------------------------
                                                   Total      Less than 1        1-3        4-5           After 5
                                                                  year          years      years           years
----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>            <C>         <C>          <C>
Long-Term Debt Obligations                        $35,797       $10,634        $25,140     $23               --
----------------------------------------------------------------------------------------------------------------------
Capital Lease Obligations                             747           548            199                       --
                                                                                              --
----------------------------------------------------------------------------------------------------------------------
Operating Lease Obligations                        22,642         6,869         12,646      1,977         1,150
----------------------------------------------------------------------------------------------------------------------
Purchase Obligations                                2,304         2,304            --         --             --
----------------------------------------------------------------------------------------------------------------------
Other Long-Term Liabilities Reflected on the        3,631           --           3,631        --             --
Public Company's Balance Sheet under GAAP
----------------------------------------------------------------------------------------------------------------------
Total Contractual Obligations                     $65,121       $20,355        $41,616     $2,000        $1,150
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       6




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                                   SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant hereby
certifies that it meets all of the requirements for filing on Form 40-F and that
it has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.


                               COOLBRANDS INTERNATIONAL INC.
                                       (Registrant)

                               By: /s/ David J. Stein
                               -------------------------------------------------
                               Name: David J. Stein
                               Title:   President and Co-Chief Executive Officer

Date:  January 18, 2005


                                       7




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                                Index to Exhibits


1.       Annual Information Statement of the Registrant for the fiscal year
         ended August 31, 2004.

2.       Audited Financial Statements for the fiscal years ended August 31, 2004
         and August 31, 2003 together with the reconciliation of Canadian
         Generally Accepted Accounting Principles to United States Generally
         Accepted Accounting Principles and Management's Discussion and Analysis
         for the fiscal years ended August 31, 2004 and August 31, 2003.

23.1     Consent of BDO Dunwoody LLP, Independent Auditors
23.2     Consent of BDO Dunwoody LLP, Independent Auditors

31.1     Exchange Act Rule 13a-14(a)/15d-14(a) Certification of David J. Stein,
         Co-Chief Executive Officer
31.2     Exchange Act Rule 13a-14(a)/15d-14(a) Certification of Richard E.
         Smith, Co-Chief Executive Officer
31.3     Exchange Act Rule 13a-14(a)/15d-14(a) Certification of Gary P. Stevens,
         Chief Financial Officer
32.1     18 U.S.C. Section 1350 Joint Certification of David J. Stein, Co-Chief
         Executive Officer, Richard E. Smith, Co-Chief Executive Officer and
         Gary P. Stevens, Chief Financial Officer.


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                           STATEMENT OF DIFFERENCES

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