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                                                                    EXHIBIT 31.2


                                 CERTIFICATIONS


                  I, Richard E. Smith, certify that:

1.       I have reviewed this annual report on Form 40-F of CoolBrands
         International Inc. (the "Registrant");

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the Registrant as of, and for, the periods presented in this report;

4.       The Registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         Registrant and have:

     a)    Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           Registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this annual report is being prepared;

     b)    Evaluated the effectiveness of the Registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures as of the end
           of the period covered by this report based on such evaluation; and

     c)    Disclosed in this report any change in the Registrant's internal
           control over financial reporting that occurred during the period
           covered by the annual report that has materially affected, or is
           reasonably likely to materially affect, the Registrant's internal
           control over financial reporting; and




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     5.    The Registrant's other certifying officer(s) and I have disclosed,
           based on our most recent evaluation of internal control over
           financial reporting, to the Registrant's auditors and the audit
           committee of Registrant's board of directors (or persons performing
           the equivalent functions):

     a)    All significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the Registrant's ability to
           record, process, summarize and report financial information; and

     b)    Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the Registrant's internal
           control over financial reporting.

Dated: January 18, 2005

                                    /s/ Richard E. Smith
                                    --------------------------------------------
                                    Richard E. Smith
                                    Title:  Co-Chief Executive Officer