<Page>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

[X]  AMENDMENT NO. 1 TO QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: JUNE 30, 2001

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the Transition Period from             to
                               -----------    -------------

Commission File Number: 333-45179


                       MRS. FIELDS' ORIGINAL COOKIES, INC.
                      ------------------------------------
               (Exact name of registrant specified in its charter)


           DELAWARE                                        87-0552899
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS employer identification no.)
incorporation or organization)


2855 EAST COTTONWOOD PARKWAY, SUITE 400
         SALT LAKE CITY, UTAH                              84121-7050
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip code)


                                 (801) 736-5600
                                 ---------------
              (Registrant's telephone number, including area code)

                                       N/A
                                      -----
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

                                /X/ yes   / / no


The registrant had 400 shares of common stock, $0.01 par value, outstanding at
August 14, 2001.

<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<Table>
<S>                                                                             <C>
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets as of June 30, 2001
          and December 30, 2000 ...........................................       3

        Condensed Consolidated Statements of Operations for the 13 Weeks
          Ended June 30, 2001 and July 1, 2000 ............................       5

        Condensed Consolidated Statements of Operations for the 26 Weeks
          Ended June 30, 2001 and July 1, 2000 ............................       6

        Condensed Consolidated Statements of Cash Flows for the 26 Weeks
          Ended June 30, 2001 and July 1, 2000 ............................       7

        Notes to Condensed Consolidated Financial Statements ..............       8

ITEM 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations .......................................      21

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk .........      27


PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings .................................................      28

ITEM 6. Exhibits and Reports on Form 8-K ..................................      28

</Table>

                                       2
<Page>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

                                     ASSETS

<Table>
<Caption>
                                                                   June 30,      December 30,
                                                                     2001            2000
                                                                  ---------      ------------
<S>                                                               <C>            <C>
CURRENT ASSETS:
    Cash and cash equivalents ..............................      $   2,356       $   3,511
    Accounts receivable, net of allowance for doubtful
     accounts of $521 and $547, respectively ...............          1,703           3,263
    Amounts due from franchisees and licensees, net of
     allowance for doubtful accounts of $905 and $758,
     respectively ..........................................          5,111           5,561
    Amounts due from affiliates ............................          1,533             354
    Inventories ............................................          4,503           4,686
    Prepaid rent and other .................................          3,011             549
                                                                  ---------       ---------
                  Total current assets .....................         18,217          17,924
                                                                  ---------       ---------
PROPERTY AND EQUIPMENT, at cost:
    Leasehold improvements .................................         34,382          31,100
    Equipment and fixtures .................................         25,522          26,234
    Land ...................................................            240             240
                                                                  ---------       ---------
                                                                     60,144          57,574
    Less accumulated depreciation and amortization .........        (34,849)        (31,597)
                                                                  ---------       ---------
                  Net property and equipment ...............         25,295          25,977
                                                                  ---------       ---------
GOODWILL, net of accumulated amortization of $38,495
    and $33,351, respectively...............................        112,093         117,947
                                                                  ---------       ---------
TRADEMARKS AND OTHER INTANGIBLES, net of accumulated
    amortization of $5,881 and $4,993, respectively ........         11,883          12,129
                                                                  ---------       ---------
DEFERRED LOAN COSTS, net of accumulated amortization
    of $8,057 and $6,762, respectively .....................          7,338           8,446
                                                                  ---------       ---------
OTHER ASSETS ...............................................            502             687
                                                                  ---------       ---------
                                                                  $ 175,328       $ 183,110
                                                                  =========       =========

</Table>

      The accompanying notes to condensed consolidated financial statements
                  are an integral part of these balance sheets.

                                       3
<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

                      LIABILITIES AND STOCKHOLDER'S EQUITY

<Table>
<Caption>
                                                              June 30,      December 30,
                                                               2001             2000
                                                             ---------      -----------
<S>                                                          <C>            <C>
CURRENT LIABILITIES:
    Bank overdraft ....................................      $   6,753       $   2,920
    Bank borrowings under the line of credit ..........          4,230              --
    Current portion of long-term debt .................            676             658
    Current portion of capital lease obligations ......            965             970
    Accounts payable ..................................          4,739           9,756
    Accrued liabilities ...............................          2,795           3,718
    Accrued salaries, wages and benefits ..............          3,711           3,904
    Accrued interest payable ..........................          1,142           1,142
    Current portion of store closure reserve ..........            842           1,498
    Sales tax payable .................................            661           1,073
    Deferred credits ..................................            429             249
                                                             ---------       ---------
                Total current liabilities .............         26,943          25,888

LONG-TERM DEBT, net of current portion ................        140,744         141,035

STORE CLOSURE RESERVE, net of current portion .........          2,009           2,281

CAPITAL LEASE OBLIGATIONS, net of current portion .....            927           1,412
                                                             ---------       ---------
                Total liabilities .....................        170,623         170,616
                                                             ---------       ---------
MINORITY INTEREST .....................................             34              51
                                                             ---------       ---------
STOCKHOLDER'S EQUITY:
    Common stock, $.01 par value; 1,000 shares
     authorized and 400 shares outstanding ............             --              --
    Additional paid-in capital ........................         61,899          61,899
    Accumulated deficit ...............................        (57,108)        (49,370)
    Accumulated other comprehensive loss ..............           (120)            (86)
                                                             ---------       ---------
                Total stockholder's equity ............          4,671          12,443
                                                             ---------       ---------
                                                             $ 175,328       $ 183,110
                                                             =========       =========
</Table>

      The accompanying notes to condensed consolidated financial statements
                  are an integral part of these balance sheets.

                                       4
<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                           13 Weeks Ended   13 Weeks Ended
                                                           June 30, 2001     July 1, 2000
                                                           --------------   --------------
<S>                                                        <C>              <C>
REVENUES:
    Net store and food sales ...........................      $ 30,922         32,639
    Franchising ........................................         5,924          6,097
    Management fee .....................................         2,910          1,333
    Licensing and other ................................           293            201
                                                              --------       --------
        Total revenues .................................        40,049         40,270
                                                              --------       --------
OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs ..................        17,787         18,387
    Cost of sales ......................................        10,586         11,034
    General and administrative .........................         7,302          6,339
    Store closure benefit ..............................          (175)          (200)
    Depreciation and amortization ......................         6,405          6,331
                                                              --------       --------
        Total operating costs and expenses .............        41,905         41,891
                                                              --------       --------
            Loss from operations .......................        (1,856)        (1,621)
                                                              --------       --------
OTHER INCOME (EXPENSE), net:
    Interest expense ...................................        (4,321)        (4,528)
    Interest income ....................................             7             22
    Other, net .........................................            77             97
                                                              --------       --------
        Total other expense, net .......................        (4,237)        (4,409)
                                                              --------       --------
            Loss before provision for income taxes
              and minority interest ....................        (6,093)        (6,030)

PROVISION FOR INCOME TAXES .............................            (7)            (7)
                                                              --------       --------
            Loss before minority interest ..............        (6,100)        (6,037)

MINORITY INTEREST ......................................             2            (12)
                                                              --------       --------
            Net loss ...................................      $ (6,098)      $ (6,049)
                                                              ========       ========
COMPREHENSIVE LOSS:
    Net loss ...........................................      $ (6,098)      $ (6,049)
    Foreign currency translation adjustment ............            (6)           (75)
                                                              --------       --------
            Comprehensive loss .........................      $ (6,104)      $ (6,124)
                                                              ========       ========
</Table>

      The accompanying notes to condensed consolidated financial statements
                    are an integral part of these statements.

                                       5
<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                            26 Weeks Ended    26 Weeks Ended
                                                            June 30, 2001     July 1, 2000
                                                            --------------    --------------
<S>                                                         <C>               <C>
REVENUES:
    Net store and food sales ..........................         $ 63,051          $ 66,435
    Franchising .......................................           11,631            12,043
    Management fee ....................................            6,275             1,333
    Licensing and other ...............................            2,505               361
                                                                --------          --------
        Total revenues ................................           83,462            80,172
                                                                --------          --------
OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs .................           35,359            36,707
    Cost of sales .....................................           21,018            22,001
    General and administrative ........................           14,338            11,460
    Store closure benefit .............................             (175)             (200)
    Depreciation and amortization .....................           11,737            11,989
                                                                --------          --------
        Total operating costs and expenses ............           82,277            81,957
                                                                --------          --------
            Income (loss) from operations .............            1,185            (1,785)
                                                                --------          --------
OTHER INCOME (EXPENSE), net:
    Interest expense ..................................           (8,725)           (9,126)
    Interest income ...................................               24                45
    Other, net ........................................               87                65
                                                                --------          --------
        Total other expense, net ......................           (8,614)           (9,016)
                                                                --------          --------
            Loss before provision for income taxes
              and minority interest....................           (7,429)          (10,801)

PROVISION FOR INCOME TAXES ............................              (13)              (15)
                                                                --------          --------
            Loss before minority interest .............           (7,442)          (10,816)

MINORITY INTEREST .....................................                4               (15)
                                                                --------          --------
            Net loss ..................................         $ (7,438)         $(10,831)
                                                                ========          ========
COMPREHENSIVE LOSS:
    Net loss ..........................................         $ (7,438)         $(10,831)
    Foreign currency translation adjustment ...........              (34)              (75)
                                                                --------          --------
            Comprehensive loss ........................         $ (7,472)         $(10,906)
                                                                ========          ========
</Table>

      The accompanying notes to condensed consolidated financial statements
                    are an integral part of these statements.

                                       6
<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                                  26 Weeks Ended     26 Weeks Ended
                                                                  June 30, 2001       July 1, 2000
                                                                  --------------     --------------
<S>                                                               <C>                <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ................................................         $ (7,438)         $(10,831)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization ........................           11,737            11,989
      Amortization of deferred loan costs and
       accretion of loan discount ..........................            1,340             1,416
      (Gain) loss on sale of assets ........................              (99)              511
      Minority interest ....................................              (14)               15
      Changes in operating assets and liabilities:
         Accounts receivable, net ..........................            1,560               472
         Amounts due from franchisees and licensees, net ...              450              (130)
         Amounts due from affiliates .......................           (1,179)               --
         Inventories .......................................              183               276
         Prepaid rent and other ............................           (2,462)             (774)
         Accounts payable ..................................           (5,017)           (2,884)
         Store closure reserve .............................             (928)           (1,325)
         Accrued liabilities ...............................             (923)               --
         Accrued salaries, wages and benefits ..............             (193)              (73)
         Accrued interest payable ..........................               --              (107)
         Sales tax payable .................................             (412)             (383)
         Deferred credits ..................................              180               (35)
         Other .............................................              236               (36)
                                                                     --------          --------
            Net cash used in operating activities ..........           (2,979)           (1,899)
                                                                     --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment ......................           (5,177)           (2,529)
   Proceeds from the sale of assets ........................              267                --
                                                                     --------          --------
            Net cash used in investing activities ..........           (4,910)           (2,529)
                                                                     --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Reduction of long-term debt .............................             (319)             (414)
   Bank overdraft ..........................................            3,833                --
   Borrowings under the line of credit .....................            4,230             3,550
   Principal payments on capital lease obligations .........             (490)             (457)
   Payment of debt financing costs .........................             (186)             (250)
   Tax sharing distribution to Mrs. Fields' Holding ........             (300)               --
   Reduction in preferred stock ............................               --            (1,070)
                                                                     --------          --------
            Net cash provided by financing activities ......            6,768             1,359
                                                                     --------          --------
   Effect of foreign exchange rates ........................              (34)              (75)
                                                                     --------          --------
NET DECREASE IN CASH AND CASH EQUIVALENTS ..................           (1,155)           (3,144)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD .......            3,511             4,919
                                                                     --------          --------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD .............         $  2,356          $  1,775
                                                                     ========          ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest ..................................         $  7,354          $  7,817
                                                                     ========          ========
   Cash paid for income taxes ..............................         $    125          $    124
                                                                     ========          ========
</Table>

      The accompanying notes to condensed consolidated financial statements
                    are an integral part of these statements.

                                       7
<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)  BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared by Mrs. Fields' Original Cookies, Inc. and subsidiaries ("Mrs.
Fields" or the "Company") in accordance with the rules and regulations of the
Securities and Exchange Commission for Form 10-Q, and accordingly, do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States. In the opinion of management, these
condensed consolidated financial statements reflect all adjustments, which
consist only of normal recurring adjustments, necessary to present fairly the
financial position of Mrs. Fields as of June 30, 2001 and December 30, 2000, and
the results of its operations and its cash flows for the periods presented
herein. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
fiscal year ended December 30, 2000 contained in Mrs. Fields' Annual Report on
Form 10-K.

     The results of operations for the 13 and 26 weeks ended June 30, 2001 are
not necessarily indicative of the results that may be expected for the remainder
of the fiscal year ending December 29, 2001. Loss per share information is not
presented as Mrs. Fields is wholly owned by Mrs. Fields' Holding Company, Inc.
("Mrs. Fields' Holding") and, therefore, its shares are not publicly traded.

(2)  RECLASSIFICATIONS

     Certain reclassifications have been made to the prior period's condensed
consolidated financial statements to conform with the current period's
presentation.

(3)  STORE CLOSURE RESERVE

     Mrs. Fields' management reviews the historical and projected operating
performance of its stores on a periodic basis to identify under performing
stores for impairment of net property investment or for targeted closing. The
Company's policy is to recognize a loss for that portion of the net property
investment determined to be impaired. Additionally, when a store is identified
for targeted closing, either as part of a business combination or ongoing
operations, the Company's policy is to record a reserve for the costs of closing
the store, which are predominately estimated lease termination costs. Lease
termination costs include both one-time settlement payments and continued
contractual payments over the term of the original lease agreement where no
settlement can be resolved with the landlord. As a result, although the exit
plans were completed by the end of fiscal year 2000, a portion of the store
closure reserve will remain until all cash payments have been made. The Company
does not accrue for future expected operating losses. If and when a reserve that
was established as part of purchase accounting is not fully utilized, the
Company reduces the reserve to zero and goodwill is adjusted for the
corresponding amount. As of June 30, 2001, the remaining store closure reserve
was $2.9 million.

                                       8
<Page>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

The following table presents a summary of the activity in the store closure
reserve during the 26 weeks ended June 30, 2001 and July 1, 2000:

<Table>
<Caption>
                                     MRS. FIELDS INC. AND
                                       ORIGINAL COOKIE                    H&M                      PRETZEL TIME
                                  --------------------------   --------------------------    -------------------------
                                                                               COMPANY-                     COMPANY-
                                   BUSINESS       COMPANY-       BUSINESS       OWNED         BUSINESS       OWNED
                                  COMBINATION      OWNED       COMBINATION     STORES        COMBINATION     STORES
                                     AND           STORES          AND        UNRELATED          AND        UNRELATED
                                  SUBSEQUENT    UNRELATED TO    SUBSEQUENT       TO          SUBSEQUENT        TO
                                  ADJUSTMENTS   ACQUISITIONS    ADJUSTMENTS   ACQUISITION    ADJUSTMENTS   ACQUISITION
                                  -----------   ------------    -----------   -----------    -----------   -----------
<S>                               <C>           <C>             <C>           <C>            <C>           <C>
Balance, December 30, 2000 ....    $   863        $ 1,219         $   359       $    85       $    65        $    --
Reversal during the 26 weeks
  ended June 30, 2001 .........       (280)            (7)             (9)           (5)           (2)            --
Utilization for the 26 weeks
  ended June 30, 2001 .........       (205)          (227)            (39)          (33)          (18)            --
Additional reserves for
  continuing company-
  owned and franchised
  stores targeted for
  closures ....................         20             34              --            --            --             --
                                   -------        -------         -------       -------       -------        -------
Balance, June 30, 2001.........    $   398        $ 1,019         $   311       $    47       $    45        $    --
                                   =======        =======         =======       =======       =======        =======
Balance, January 1, 2000 ......    $ 1,614        $ 1,581         $   536       $   294       $   109        $    86
Reversal during the 26
  weeks ended July 1, 2000 ....         --             --              --            --            --             --
Utilization for the 26 weeks
  ended July 1, 2000 ..........       (218)          (312)            (57)         (120)          (22)            --
                                   -------        -------         -------       -------       -------        -------
Balance, July 1, 2000 .........    $(1,396)       $ 1,269         $   479       $   174       $    87        $    86
                                   =======        =======         =======       =======       =======        =======

<Caption>

                                   GREAT AMERICAN COOKIES            PRETZELMAKER                          CONSOLIDATED
                                 ---------------------------  -------------------------   ------------------------------------------
                                                 COMPANY-                     COMPANY-       TOTAL          TOTAL
                                  BUSINESS        OWNED        BUSINESS        OWNED        BUSINESS       COMPANY-        TOTAL
                                 COMBINATION      STORES      COMBINATION      STORES     COMBINATION    OWNED STORES     BUSINESS
                                     AND         UNRELATED        AND        UNRELATED        AND          UNRELATED    COMBINATIONS
                                 SUBSEQUENT         TO        SUBSEQUENT        TO        SUBSEQUENT           TO       AND COMPANY-
                                 ADJUSTMENTS    ACQUISITION   ADJUSTMENTS   ACQUISITION   ADJUSTMENTS    ACQUISITIONS   OWNED STORES
                                 -----------   ------------  ------------   -----------   ------------   ------------   ------------
<S>                              <C>           <C>           <C>            <C>           <C>           <C>            <C>
Balance, December 30, 2000 ....    $ 1,113       $    --       $    75        $    --        $ 2,475       $ 1,304        $ 3,779
Reversal during the 26 weeks
  ended June 30, 2001 .........         --            --            --             --           (291)          (12)          (303)
Utilization for the 26 weeks
  ended June 30, 2001 .........       (197)           --           (14)           (20)          (473)         (280)          (753)
Additional reserves for
  continuing company-
  owned and franchised
  stores targeted for
  closures ....................         --            --            --             74             20           108            128
                                   -------       -------       -------        -------        -------       -------        -------
Balance, June 30, 2001.........    $   916       $    --       $    61        $    54        $ 1,731       $ 1,120        $ 2,851
                                   =======       =======       =======        =======        =======       =======        =======
Balance, January 1, 2000 ......    $ 1,674       $   545       $   105        $   650        $ 4,038       $ 3,156        $ 7,194
Reversal during the 26
  weeks ended July 1, 2000 ....         --            --            --           (200)            --          (200)          (200)
Utilization for the 26 weeks
  ended July 1, 2000 ..........       (233)         (130)          (16)           (17)          (546)         (579)        (1,125)
                                   -------       -------       -------        -------        -------       -------        -------
Balance, July 1, 2000 .........    $ 1,441       $   415       $    89        $   433        $ 3,492       $ 2,377        $ 5,869
                                   =======       =======       =======        =======        =======       =======        =======
</Table>


                                       9
<Page>

     The following table presents a summary of activity for stores originally
identified to be closed or franchised in connection with the applicable business
combination for the 26 weeks ended July 1, 2000. All such stores were closed,
franchised or removed from the store closure plan during fiscal 2000.

<Table>
<Caption>
                                               MRS. FIELDS INC. AND      GREAT AMERICAN
                                                 ORIGINAL COOKIE             COOKIES                  CONSOLIDATED
                                               --------------------    --------------------       --------------------
                                               TO BE       TO BE        TO BE       TO BE         TO BE       TO BE
                                               CLOSED    FRANCHISED    CLOSED    FRANCHISED       CLOSED    FRANCHISED
                                               ------    ----------    ------    ----------       ------    ----------
<S>                                            <C>       <C>           <C>       <C>              <C>       <C>
Balance, January 1, 2000 ................         -          14            6            1            6           15
Stores closed, franchised, or removed
during the 26 weeks ended July 1, 2000 ..         -         (11)          (2)          (1)          (2)         (12)
                                                ---         ---          ---          ---          ---          ---
Balance, July 1, 2000 ...................         -           3            4           --            4            3
                                                ===         ===          ===          ===          ===          ===
</Table>

     The following table presents a summary of activity for stores Mrs. Fields
identified to be closed or franchised that were not originally identified to be
closed or franchised in connection with a business combination for the 26 weeks
ended July 1, 2000. All such stores were closed, franchised or removed from the
store closure plan in fiscal 2000.

<Table>
<Caption>
                                               MRS. FIELDS INC. AND
                                                 ORIGINAL COOKIE          PRETZEL TIME                CONSOLIDATED
                                               --------------------    --------------------       --------------------
                                               TO BE       TO BE        TO BE       TO BE         TO BE       TO BE
                                               CLOSED    FRANCHISED    CLOSED    FRANCHISED       CLOSED    FRANCHISED
                                               ------    ----------    ------    ----------       ------    ----------
<S>                                            <C>       <C>           <C>       <C>              <C>       <C>
Balance, January 1, 2000..................         3             4         --          1              3           5
Stores closed, franchised, or removed
during the 26 weeks ended July 1, 2000....        (1)           (1)        --         (1)            (1)         (2)
                                              ------        ------       ----      -----           ----        ----
Balance, July 1, 2000.....................         2             3         --         --              2           3
                                              ======        ======       ====      =====           =====       ====
</Table>

(4)  TCBY MANAGEMENT AGREEMENT

     In connection with the acquisition of TCBY Enterprises, Inc. (together with
its parent company and its parent company's subsidiaries, "TCBY") on June 1,
2000, by Capricorn Investors III, L.P., an affiliate of Capricorn Investors II,
L.P. ("Capricorn"), the majority owner of Mrs. Fields' Holding Company,
entered into a Management Agreement (the "TCBY Management Agreement") with
TCBY, pursuant to which the corporate and administrative functions of TCBY
were transferred to the Company. The Company also oversees the sale of new
TCBY franchises and monitors the activities of TCBY franchisees. Under the
TCBY Management Agreement, the Company has agreed to manage and operate
TCBY's business and pay specified operating and other costs of TCBY in
exchange for an annual management fee of $12.4 million in fiscal 2001. The
management fee is paid by TCBY semi-monthly and adjusted annually.

     In accordance with the terms and conditions of the TCBY Management
Agreement, Mrs. Fields and TCBY share costs savings obtained through the joint
purchase of ingredients, supplies and services and Mrs. Fields is eligible to
receive a portion of anticipated cost savings in connection with the
expected TCBY yogurt and ice cream manufacturing efficiencies.

     The Company will also be entitled to receive a fee of approximately $2.5
million from TCBY for reimbursement of expenses incurred on behalf of TCBY and
one-time transition costs incurred in the transfer of management functions of
TCBY from Little Rock, Arkansas to Salt Lake City, Utah, if TCBY is successful
in selling its existing dairy processing plant for net proceeds sufficient to
retire debt associated with the plant or upon sufficient cash being available
from the excess working capital of the dairy processing plant.

     Amounts due from affiliate is comprised of amounts due from TCBY under
the annual management fee and various marketing expenditures incurred on
behalf of TCBY's advertising fund.

                                       10
<Page>

     During the 26 weeks ended June 30, 2001, the Company capitalized $55,000
of franchise fees to TCBY as intangible assets in connection with the roll
out of TCBY products in 11 company-owned stores.

(5)  REPORTABLE SEGMENTS

     Management evaluates performance at Mrs. Fields using two reportable
operating segments; namely, (1) company-owned stores and related activity and
(2) franchising and licensing activity. The segments are determined by revenue
source; direct sales or royalties and license fees. The company-owned stores
segment consists of both cookie and pretzel stores owned and operated by Mrs.
Fields and sales from its catalog/e-tailing business. The franchising and
licensing segment consists of cookie and pretzel stores, which are owned and
operated by third parties who pay Mrs. Fields an initial franchise fee and
monthly royalties based on a percentage of gross sales, sales of cookie dough
manufactured by the Company to its franchisees and other licensing activity not
related to cookie or pretzel stores. Sales and transfers between segments are
eliminated in consolidation.

     Mrs. Fields evaluates the performance of each segment based on contribution
margin. Contribution margin is computed as the difference between the revenues
generated by a reportable segment and the selling and store occupancy costs and
cost of sales related to that reportable segment. It is used as a measure of the
operating performance of an operating segment. Mrs. Fields does not allocate any
revenue generated from the TCBY management fee, general and administrative
expense, other income (expense), interest expense, or depreciation and
amortization of assets to its reportable operating segments. Mrs. Fields does
not separate the costs incurred while performing activities for the TCBY
management agreement from costs of operating Mrs. Fields, as most of Mrs.
Fields' employees support both companies. Therefore, the activity for managing
TCBY is not reported as a separate segment. Segment revenue and contribution
margin are presented in the following table (dollars in thousands).

<Table>
<Caption>
                                           COMPANY-OWNED
                                              STORES,         FRANCHISING,
                                             INCLUDING        LICENSING AND
                                         CATALOG/E-TAILING       OTHER              TOTAL
                                         -----------------    -------------         -----
<S>                                      <C>                  <C>               <C>
13 WEEKS ENDED JUNE 30, 2001

Segment revenues ..................            $30,922            $ 6,217            $37,139
Contribution margin ...............              3,801              4,965              8,766

13 WEEKS ENDED JULY 1, 2000

Segment revenues ..................            $32,639            $ 6,298            $38,937
Contribution margin ...............              5,659              3,857              9,516

26 WEEKS ENDED JUNE 30, 2001

Segment revenues ..................            $63,051            $14,136            $77,187
Contribution Margin ...............              8,786             12,024             20,810

26 WEEKS ENDED JULY 1, 2000

Segment revenues ..................            $66,435            $12,404            $78,839
Contribution Margin ...............             12,386              7,745             20,131

</Table>


                                       11
<Page>

The reconciliation of contribution margin to net loss is as follows (dollars in
thousands):

<Table>
<Caption>
                                                  13 WEEKS ENDED        13 WEEKS ENDED      26 WEEKS ENDED       26 WEEKS ENDED
                                                  JUNE 30, 2001          JULY 1, 2000       JUNE 30, 2001         JULY 1, 2000
                                                  -------------         --------------      -------------        --------------
<S>                                               <C>                   <C>                 <C>                  <C>
Contribution margin ....................            $  8,766             $  9,516             $ 20,810             $ 20,131
Management fee revenue .................               2,910                1,333                6,275                1,333
General and administrative expense (2)..              (7,127)              (6,139)             (14,163)             (11,260)
                                                    --------             --------             --------             --------
    EBITDA (1) .........................               4,549                4,710               12,922               10,204
Depreciation and amortization ..........              (6,405)              (6,331)             (11,737)             (11,989)
Interest expense .......................              (4,321)              (4,528)              (8,725)              (9,126)
Other, net .............................                  79                  100                  102                   80
                                                    --------             --------             --------             --------
    Net loss ...........................            $ (6,098)            $ (6,049)            $ (7,438)            $(10,831)
                                                    ========             ========             ========             ========
</Table>

(1)  EBITDA consists of earnings before depreciation, amortization, interest,
     income taxes, minority interest and other income or expense. EBITDA is not
     intended to represent cash flows from operations as defined by accounting
     principles generally accepted in the United States and should not be
     considered as an alternative to net income (loss) as an indicator of
     operating performance or to cash flows as a measure of liquidity. EBITDA
     has been included in this presentation because it is one of the indicators
     by which Mrs. Fields assesses its financial performance and its capacity to
     service its debt.

(2)  Includes store closure benefit.

Geographic segment information is as follows (dollars in thousands):

<Table>
<Caption>
                                                DOMESTIC          INTERNATIONAL        DOMESTIC          INTERNATIONAL
                                             COMPANY-OWNED        COMPANY-OWNED       FRANCHISING         FRANCHISING
TOTAL REVENUES                                  STORES                STORES         AND LICENSING       AND LICENSING
--------------                               -------------        -------------      -------------       -------------
<S>                                          <C>                  <C>                <C>                 <C>
13 weeks ended June 30, 2001 ......            $30,922            $        --            $ 6,202            $    15
13 weeks ended July 1, 2000 .......             32,639                     --              6,242                 56
26 weeks ended June 30, 2001 ......             63,051                     --             14,057                 79
26 weeks ended July 2, 2000 .......             66,435                     --             12,267                137
</Table>

     Revenues from international franchising and licensing are generated from
Canada and Australia with no other countries having material representation.
Revenues from international company-owned stores and income from foreign
operations are immaterial.

     One customer who manufactures and sells ready-to-eat cookies, under our
registered trademarks, accounted for 93.8 percent, or $2.3 million, of the
licensing and other revenue during the 26 weeks ended June 30, 2001. No
customers accounted for more than 10 percent of Mrs. Fields' total revenues or
individual segment's revenues during the 26 weeks ended July 1, 2000.

(6)  TAX SHARING DISTRIBUTION

     The Company and Mrs. Fields Holding have entered into a tax sharing
agreement under the terms of which the Company distributed $300,000 to Mrs.
Fields' Holding during the 26 weeks ended June 30, 2001. The Company did not
make any tax sharing distributions during the 26 weeks ended July 1, 2000.

                                       12
<Page>

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                               AS OF JUNE 30, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                           PARENT    GUARANTOR       NON-GUARANTOR
                                                           COMPANY   SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                           -------   ------------    -------------   ------------    ------------
<S>                                                        <C>       <C>             <C>             <C>            <C>
ASSETS
   CURRENT ASSETS:
      Cash and cash equivalents.......................     $  2,106   $        -       $      250      $      --      $    2,356
      Accounts receivable, net........................        1,529          145               29             --           1,703
      Amounts due from franchisees and licensees, net.        1,350        3,761               --             --           5,111
      Inventories.....................................        3,689          810                4             --           4,503
      Other current assets and amounts due from (to)
         affiliates, net..............................       17,173      (12,044)            (585)            --           4,544
                                                           --------   ------------    -------------   ------------   ------------
            Total current assets......................       25,847       (7,328)            (302)            --          18,217

  PROPERTY AND EQUIPMENT, net.........................       23,242        2,002               51             --          25,295
  INTANGIBLES, net....................................       59,981       71,128              205             --         131,314
  INVESTMENT IN SUBSIDIARIES..........................       65,121           --               --        (65,121)             --
  OTHER ASSETS........................................          343           43               --            116             502
                                                           --------   ------------    -------------   ------------   ------------
                                                           $174,534   $   65,845      $       (46)     $ (65,005)     $  175,328
                                                           --------   ------------    -------------   ------------   ------------
LIABILITIES AND STOCKHOLDER'S
  EQUITY (DEFICIT)
  CURRENT LIABILITIES:
     Current portion of long-term debt
        and capital lease obligations................      $  1,549   $       92      $        --      $      --      $    1,641
     Bank overdraft and bank borrowings
        under the line of credit.....................        10,168          815               --             --          10,983
     Accounts payable................................         4,557          180                2             --           4,739
     Accrued liabilities.............................         7,678          710               29          1,163           9,580
                                                           --------   ------------    -------------   ------------   ------------
           Total current liabilities.................        23,952        1,797               31          1,163          26,943

   LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, net
      of current portion.............................       141,650           21               --             --         141,671
   STORE CLOSURE RESERVE, net of
      current portion................................         2,939           --               --           (930)          2,009
   MINORITY INTEREST.................................            45           --               --            (11)             34
   STOCKHOLDER'S EQUITY (DEFICIT)....................         5,948       64,027              (77)       (65,227)          4,671
                                                           --------   ------------    -------------   ------------   ------------
                                                           $174,534   $   65,845      $       (46)     $ (65,005)     $  175,328
                                                           ========   ============    =============   ============   ============
</Table>

                                       13
<Page>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 13 WEEKS ENDED JUNE 30, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                       PARENT       GUARANTOR    NON-GUARANTOR
                                                       COMPANY     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS    CONSOLIDATED
                                                      --------     ------------  -------------   ------------    ------------
<S>                                                   <C>          <C>           <C>             <C>             <C>
TOTAL REVENUES .................................      $ 31,546       $  9,799       $    142       $ (1,438)      $ 40,049
                                                      --------       --------       --------       --------       --------
OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs ..........        18,039              7             44           (303)        17,787
    Cost of sales ..............................         7,501          4,209             10         (1,134)        10,586
    General and administrative .................         5,540          1,490             97             --          7,127
    Depreciation and amortization ..............         4,792          1,603             10             --          6,405
                                                      --------       --------       --------       --------       --------
          Total operating costs and expenses....        35,872          7,309            161         (1,437)        41,905
                                                      --------       --------       --------       --------       --------
          Income (loss) from operations ........        (4,326)         2,490            (19)            (1)        (1,856)

INTEREST EXPENSE AND
  OTHER, net ...................................        (4,168)           (66)            --             (3)        (4,237)
                                                      --------       --------       --------       --------       --------
    (Loss) income before provision for income
       taxes and minority interest .............        (8,494)         2,424            (19)            (4)        (6,093)

PROVISION FOR INCOME TAXES .....................            (7)            --             --             --             (7)
                                                      --------       --------       --------       --------       --------
    (Loss) income before minority interest......        (8,501)         2,424            (19)            (4)        (6,100)

MINORITY INTEREST ..............................            (5)            --             --              7              2
                                                      --------       --------       --------       --------       --------
NET (LOSS) INCOME ..............................      $ (8,506)      $  2,424       $    (19)      $      3       $ (6,098)
                                                      ========       ========       ========       ========       ========
</Table>


                                       14
<Page>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 26 WEEKS ENDED JUNE 30, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                       PARENT       GUARANTOR    NON-GUARANTOR
                                                       COMPANY     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS    CONSOLIDATED
                                                      --------     ------------  -------------   ------------    ------------
<S>                                                   <C>          <C>           <C>             <C>             <C>
TOTAL REVENUES ..................................      $ 64,746       $ 21,263       $    266       $ (2,813)      $ 83,462
                                                       --------       --------       --------       --------       --------

OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs ...........        35,804             17             90           (552)        35,359
    Cost of sales ...............................        15,485          7,767             26         (2,260)        21,018
    General and administrative ..................         8,409          5,570            184             --         14,163
    Depreciation and amortization ...............         8,477          3,206             54             --         11,737
                                                       --------       --------       --------       --------       --------
          Total operating costs and expenses ....        68,175         16,560            354         (2,812)        82,277
                                                       --------       --------       --------       --------       --------
          Income (loss) from operations .........        (3,429)         4,703            (88)            (1)         1,185
INTEREST EXPENSE AND
  OTHER, net ....................................        (8,482)          (129)            --             (3)        (8,614)
                                                       --------       --------       --------       --------       --------
    (Loss) income before provision for income
       taxes and minority interest ..............       (11,911)         4,574            (88)            (4)        (7,429)

PROVISION FOR INCOME TAXES ......................           (13)            --             --             --            (13)
                                                       --------       --------       --------       --------       --------
    (Loss) income before minority interest ......       (11,924)         4,574            (88)            (4)        (7,442)
MINORITY INTEREST ...............................            (3)            --             --              7              4
                                                       --------       --------       --------       --------       --------
NET (LOSS) INCOME ...............................      $(11,927)      $  4,574       $    (88)      $      3       $ (7,438)
                                                       ========       ========       ========       ========       ========

</Table>

                                       15
<Page>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 26 WEEKS ENDED JUNE 30, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                           PARENT    GUARANTOR       NON-GUARANTOR
                                                           COMPANY   SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                           -------   ------------    -------------   -------------   ------------
<S>                                                        <C>       <C>             <C>             <C>            <C>
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ....   $(2,466)   $      (712)     $       36      $      163     $   (2,979)
                                                           -------   ------------    -------------   -------------   ------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of property and equipment, net...........    (5,177)            --              --              --         (5,177)
      Proceeds from the sale of assets..................       267             --              --              --            267
                                                           -------   ------------    -------------   -------------   ------------
         Net cash used in investing activities .........    (4,910)            --              --              --         (4,910)
                                                           -------   ------------    -------------   -------------   ------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
      Reduction of long-term debt and capital
         lease obligations..............................      (706)          (103)             --              --           (809)
      Payment of debt financing costs...................      (186)            --              --              --           (186)
      Bank overdraft and borrowings under the
         line of credit.................................     7,248            815              --              --          8,063
      Tax sharing distribution to
         Mrs. Fields' Holding...........................      (300)           --               --              --           (300)
                                                           -------   ------------    -------------   -------------   ------------
         Net cash provided by
            financing activities........................     6,056           712               --              --          6,768
                                                           -------   ------------    -------------   -------------   ------------
      Effect of foreign exchange rate
         changes on cash ...............................        --            --              (34)             --            (34)
                                                           -------   ------------    -------------   -------------   ------------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS..........................................    (1,320)           --                2             163         (1,155)
CASH AND CASH EQUIVALENTS, beginning of the period .....     3,426            --              248            (163)         3,511
                                                           -------   ------------    -------------   -------------   ------------
CASH AND CASH EQUIVALENTS, end of the period ...........   $ 2,106    $       --       $      250      $       --     $    2,356
                                                           =======   ============    =============   =============   ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid .......................................   $ 7,344    $       10       $       --      $       --     $    7,354
   Taxes paid ..........................................        50            75               --              --            125
</Table>


                                       16
<Page>

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 30, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                          PARENT      GUARANTOR       NON-GUARANTOR
                                                          COMPANY     SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS     CONSOLIDATED
                                                          -------     ------------    -------------    -------------    ------------
<S>                                                       <C>         <C>             <C>              <C>             <C>
ASSETS
   CURRENT ASSETS:
      Cash and cash equivalents ....................      $   3,426      $      --       $     248       $    (163)      $   3,511
      Accounts receivable, net .....................          3,032            233              71             (73)          3,263
      Amounts due from franchisees and
         licensees, net ............................          1,229          4,332              --              --           5,561
      Inventories ..................................          3,973            709               4              --           4,686
      Other current assets and amounts due
         from (to) affiliates, net .................         19,335        (17,888)           (544)             --             903
                                                          ---------      ---------       ---------       ---------       ---------
            Total current assets ...................         30,995        (12,614)           (221)           (236)         17,924

   PROPERTY AND EQUIPMENT, net .....................         23,695          2,187              95              --          25,977
   INTANGIBLES, net ................................         64,037         74,269             216              --         138,522
   INVESTMENT IN SUBSIDIARIES ......................         65,011             --              --         (65,011)             --
   OTHER ASSETS ....................................            545             44              --              98             687
                                                          ---------      ---------       ---------       ---------       ---------
                                                          $ 184,283      $  63,886       $      90       $ (65,149)      $ 183,110
                                                          =========      =========       =========       =========       =========
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt and capital
      lease obligations ............................      $      --      $      --       $      --       $   1,628       $   1,628
   Accounts payable and bank overdraft .............          5,390            542               7           6,737          12,676
   Accrued liabilities .............................         15,637          1,149              25          (5,227)         11,584
                                                          ---------      ---------       ---------       ---------       ---------
            Total current liabilities ..............         21,027          1,691              32           3,138          25,888

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
   net of current portion ..........................        143,894            430              --          (1,877)        142,447
STORE CLOSURE RESERVE, net of
   current portion .................................          3,779             --              --          (1,498)          2,281
MINORITY INTEREST ..................................             --             --              --              51              51
STOCKHOLDER'S EQUITY ...............................         15,583         61,765              58         (64,963)         12,443
                                                          ---------      ---------       ---------       ---------       ---------
                                                          $ 184,283      $  63,886       $      90       $ (65,149)      $ 183,110
                                                          =========      =========       =========       =========       =========
</Table>

                                       17
<Page>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                       FOR THE 13 WEEKS ENDED JULY 1, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                        PARENT        GUARANTOR    NON-GUARANTOR
                                                        COMPANY      SUBSIDIARIES  SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                        -------      ------------  -------------  -------------  ------------
<S>                                                     <C>          <C>           <C>            <C>            <C>
NET REVENUES .....................................      $ 35,221       $  6,165       $    110      $ (1,226)      $ 40,270
                                                        --------       --------       --------      --------       --------
OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs ............        18,595             --             57          (265)        18,387
    Cost of sales ................................         9,626          2,357             12          (961)        11,034
    General and administrative ...................         6,308           (188)            19            --          6,139
    Depreciation and amortization ................         4,782          1,548              1            --          6,331
                                                        --------       --------       --------      --------       --------
          Total operating costs and expenses .....        39,311          3,717             89        (1,226)        41,891
                                                        --------       --------       --------      --------       --------
          Income (loss) from operations ..........        (4,090)         2,448             21            --         (1,621)

INTEREST EXPENSE AND
  OTHER, net .....................................        (4,305)          (104)            --            --         (4,409)
                                                        --------       --------       --------      --------       --------
    (Loss) income before provision for income
       taxes and minority interest ...............        (8,395)         2,344             21            --         (6,030)

PROVISION FOR INCOME TAXES .......................            (7)            --             --            --             (7)
                                                        --------       --------       --------      --------       --------
    (Loss) income before minority interest .......        (8,402)         2,344             21            --         (6,037)

EQUITY IN NET LOSS OF
   CONSOLIDATED SUBSIDIARIES .....................            --             --             --           (12)           (12)
                                                        --------       --------       --------      --------       --------
NET (LOSS) INCOME ................................      $ (8,402)      $  2,344       $     21      $    (12)      $ (6,049)
                                                        ========       ========       ========      ========       ========
</Table>

                                       18
<Page>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                       FOR THE 26 WEEKS ENDED JULY 1, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                      PARENT          GUARANTOR      NON-GUARANTOR
                                                      COMPANY        SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS     CONSOLIDATED
                                                      -------        ------------    -------------   -------------    ------------
<S>                                                  <C>            <C>              <C>             <C>              <C>
NET REVENUES .....................................    $ 70,214          $ 12,280        $    278        $ (2,600)       $ 80,172
                                                      --------          --------        --------        --------        --------
OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs ............      37,171                --             104            (568)         36,707
    Cost of sales ................................      19,347             4,659              27          (2,032)         22,001
    General and administrative ...................      11,322              (130)             68              --          11,260
    Depreciation and amortization ................       8,840             3,141               8              --          11,989
                                                      --------          --------        --------        --------        --------
          Total operating costs and expenses .....      76,680             7,670             207          (2,600)         81,957
                                                      --------          --------        --------        --------        --------
          Income (loss) from operations ..........      (6,466)            4,610              71              --          (1,785)

INTEREST EXPENSE AND
  OTHER, net .....................................      (8,771)             (245)             --              --          (9,016)
                                                      --------          --------        --------        --------        --------
    (Loss) income before provision for income
       taxes and minority interest ...............     (15,237)            4,365              71              --         (10,801)

PROVISION FOR INCOME TAXES .......................         (15)               --              --              --             (15)
                                                      --------          --------        --------        --------        --------
    (Loss) income before minority interest .......     (15,252)            4,365              71              --         (10,816)

MINORITY INTEREST ................................          --                --              --             (15)            (15)
                                                      --------          --------        --------        --------        --------
NET (LOSS) INCOME ................................    $(15,252)         $  4,365        $     71        $    (15)       $(10,831)
                                                      ========          ========        ========        ========        ========

</Table>

                                       19
<Page>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                       FOR THE 26 WEEKS ENDED JULY 1, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                              PARENT       GUARANTOR      NON-GUARANTOR
                                                              COMPANY      SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS  CONSOLIDATED
                                                               -------     ------------   -------------  ------------  ------------
<S>                                                            <C>         <C>            <C>            <C>           <C>
NET CASH PROVIDED BY (USED IN)  OPERATING ACTIVITIES ...       $(2,706)       $   621        $   186       $    --       $(1,899)
                                                               -------        -------        -------       -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of property and equipment, net ........        (2,303)          (226)            --            --        (2,529)
                                                               -------        -------        -------       -------       -------
        Net cash used in investing
            Activities .................................        (2,303)          (226)            --            --        (2,529)
                                                               -------        -------        -------       -------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Reduction of long-term debt and capital
          lease obligations ............................          (715)          (156)            --            --          (871)
        Borrowings under line of credit ................         3,550             --             --            --         3,550
        Payment of debt financing fees .................          (250)            --             --            --          (250)
        Reduction in preferred stock ...................            --         (1,070)            --            --        (1,070)
                                                               -------        -------        -------       -------       -------
              Net cash used in financing
                  activities ...........................         2,585         (1,226)            --            --         1,359
                                                               -------        -------        -------       -------       -------
    Effect of foreign exchange rates ...................           (75)            --             --            --           (75)
                                                               -------        -------        -------       -------       -------
NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS ........................................        (2,499)          (831)           186            --        (3,144)
CASH AND CASH EQUIVALENTS, beginning of the period .....         3,886            792            241            --         4,919
                                                               -------        -------        -------       -------       -------
CASH AND CASH EQUIVALENTS, end of the period ...........       $ 1,387        $   (39)       $   427       $    --       $ 1,775
                                                               =======        =======        =======       =======       =======
</Table>

                                       20
<Page>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

     Mrs. Fields' Original Cookies, Inc. ("Mrs. Fields" or the "Company"), a
Delaware corporation, is a wholly owned subsidiary of Mrs. Fields' Holding
Company, Inc. ("Mrs. Fields' Holding"). Mrs. Fields' Holding is a majority owned
subsidiary of Capricorn Investors II, L.P. ( "Capricorn "). Mrs. Fields has
eight wholly owned operating subsidiaries; namely, Great American Cookie
Company, Inc., The Mrs. Fields' Brand, Inc., Pretzel Time, Inc., Pretzelmaker
Holdings, Inc., Mrs. Fields' Cookies Australia, Mrs. Fields' Cookies (Canada)
Ltd., H&M Canada, and Pretzelmaker of Canada; and three partially owned
subsidiaries.

     Mrs. Fields primarily operates and franchises retail stores, which sell
freshly baked cookies, brownies, pretzels and other food products through six
specialty retail chains. As of June 30, 2001, Mrs. Fields owned and operated 150
Mrs. Fields Cookies stores, 56 Original Cookie Company stores, 91 Great American
Cookies stores, 39 Hot Sam Pretzels stores, 72 Pretzel Time stores and 6
Pretzelmaker stores in the United States. Additionally, Mrs. Fields has
franchised or licensed 830 stores in the United States and 117 stores in several
other countries.

     Capricorn Investors III, L.P., an affiliate of Capricorn Investors II,
L.P., Mrs. Fields' Holding's majority stockholder, acquired TCBY Enterprises,
Inc. ("TCBY"), a retail snack food company in 2000. In connection with the
acquisition, Mrs. Fields entered into a Management Agreement (the "TCBY
Management Agreement") with TCBY Holding Company, Inc., the parent company of
TCBY, and TCBY Systems, LLC, a wholly owned subsidiary of TCBY, pursuant to
which the corporate and administrative functions of TCBY were transferred to
Mrs. Fields. Under the TCBY Management Agreement, Mrs. Fields has agreed to
manage and operate TCBY's business, and pay specified operating and other costs
of TCBY (including specified costs associated with expenses incurred on behalf
of TCBY and the transfer of the management function from Little Rock, Arkansas
to Salt Lake City, Utah), in exchange for a management fee paid by TCBY
semi-monthly. Revenue generated from the management fee is reported under the
caption "Management fee revenue" on the statement of operations.

     Mrs. Fields' business follows seasonal trends and is also affected by
climate and weather conditions, which in turn affects mall traffic. Because Mrs.
Fields' stores are heavily concentrated in shopping malls, Mrs. Fields' sales
performance is significantly dependent on the performance of those malls.
Consumer traffic in the malls is lower in 2001 than that experienced in 2000
with retailers attracting 8 percent to 12 percent fewer shoppers in June 2001
compared with prior year levels. Mrs. Fields typically experiences its
highest revenues in the fourth quarter of the calendar year due to the
holiday season.

                                       21
<Page>

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, certain
information relating to the operations of Mrs. Fields and percentage changes
from period to period. Data in the table reflect the consolidated results of
Mrs. Fields for the 13 and 26 weeks ended June 30, 2001 and July 1, 2000
(dollars in thousands).

<Table>
<Caption>
                                                FOR THE 13 WEEKS ENDED        % CHANGE        FOR THE 26 WEEKS ENDED     % CHANGE
                                             ----------------------------        FROM      ---------------------------      FROM
                                             JUNE 30, 2001   JULY 1, 2000    2000 TO 2001  JUNE 30, 2001  JULY 1, 2000  2000 TO 2001
                                             -------------   ------------    ------------  -------------  ------------  ------------
<S>                                          <C>             <C>             <C>           <C>            <C>           <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
      Net store and food sales .............    $ 30,922       $ 32,639           (5.2)      $ 63,051       $ 66,435          (5.0)
      Franchising ..........................       5,924          6,097           (2.8)        11,631         12,043          (3.4)
      Management fee revenue ...............       2,910          1,333                         6,275         1,333
      Licensing and other ..................         293            201           45.8          2,505           361
                                                --------       --------                      --------       --------
        Total revenues .....................      40,049         40,270           (0.6)        83,462         80,172           4.1
                                                --------       --------                      --------       --------
OPERATING COSTS AND EXPENSES:
      Selling and store occupancy costs ....      17,787         18,387           (3.3)        35,359         36,707          (3.7)
      Cost of sales ........................      10,586         11,034           (4.1)        21,018         22,001          (4.5)
      General and administrative ...........       7,302          6,339           15.2         14,338         11,460          25.1
      Store closure benefit ................        (175)          (200)         (12.5)          (175)         (200)         (12.5)
      Depreciation and amortization ........       6,405          6,331            1.2         11,737         11,989          (2.1)
                                                --------       --------                      --------       --------
      Total operating costs and expenses ...      41,905         41,891                        82,277         81,957           0.4
                                                --------       --------                      --------       --------
OTHER INCOME (EXPENSE):
      Interest expense .....................      (4,321)        (4,528)          (4.6)        (8,725)        (9,126)         (4.4)
      Interest income ......................           7             22          (69.9)            24             45         (46.7)
      Other, net ...........................          72             78                            78            35
                                                --------       --------                      --------       --------
        Total other, net ...................      (4,242)        (4,428)          (4.2)        (8,623)        (9,046)         (4.7)
                                                --------       --------                      --------       --------
        Net loss ...........................    $ (6,098)      $ (6,049)          (0.8)      $ (7,438)      $(10,831)        (31.3)
                                                ========       ========                      ========       ========
</Table>

13 WEEKS ENDED JUNE 30, 2001 COMPARED TO THE 13 WEEKS ENDED JULY 1, 2000

     As of June 30, 2001, there were 414 Company-owned stores and 947 franchised
or licensed stores in operation. The store activity for the 13 weeks ended June
30, 2001 and July 1, 2000 is summarized as follows:

<Table>
<Caption>
     COMPANY-OWNED AND FRANCHISED OR LICENSED STORE ACTIVITY                    JUNE 30, 2001              JULY 1, 2000
                                                                            -----------------------    -----------------------
                                                                            COMPANY-     FRANCHISED    COMPANY-     FRANCHISED
                                                                             OWNED      OR LICENSED     OWNED      OR LICENSED
                                                                            --------    -----------    --------    -----------
<S>                                                                         <C>         <C>            <C>         <C>

     Stores open as of the beginning of the 13 weeks ended.............       414           940           446          980
        Stores opened (including relocations)..........................         4            27             1           42
        Stores closed (including relocations)..........................        (6)          (18)           (8)         (57)
        Stores sold to franchisees.....................................        (1)            1            (3)           3
        Non-continuing (exit plan) stores closed.......................        --            --            (2)          (1)
        Non-continuing (exit plan) stores franchised...................        --            --            --           --
        Stores acquired from franchisees...............................         3            (3)           --           --
                                                                             ----          ----          ----         ----
     Stores open as of the end of the 13 weeks ended...................       414           947           434          967
                                                                             ====          ====          ====         ====
</Table>

REVENUES

     NET STORE AND FOOD SALES. Total net store sales decreased $1.7 million, or
5.2 percent, from $32.6 million to $30.9 million for the 13 weeks ended June 30,
2001 compared to the 13 weeks ended July 1, 2000. The decrease was due primarily
to 20, or 4.6 percent, fewer stores open at June 30, 2001 compared to July 1,
2000. Sales decreased 5.0 percent for mall stores that had been open one year or
more when compared to the same prior year period. Mail order sales for the 13
weeks ended June 30, 2001 increased $585,000, or 34.1 percent, compared to the
13 weeks ended July 1, 2000.

     FRANCHISING REVENUES. Franchising revenues decreased $173,000 or 2.8
percent, from $6.1 million to $5.9 million for the 13 weeks ended June 30, 2001
compared to the 13 weeks ended July 1, 2000. Franchising revenues were
negatively impacted primarily by lower initial franchise fees in the current
period and 20, or 2.1 percent, fewer

                                       22
<Page>

franchised stores open at June 30, 2001. Sales of cookie dough to Great American
franchisees were flat during the current quarter when compared to the prior year
period.

     MANAGEMENT FEE REVENUE. The Company received management fee revenue of $2.9
million during the current quarter to manage TCBY, which was acquired by an
affiliate of the Company on June 1, 2000. The management fee revenue during the
13 weeks ended July 1, 2000 was $1.3 million, representing one month of
management fee income.

     LICENSING AND OTHER REVENUES. Licensing revenues increased $92,000, from
$201,000 to $293,000 for the 13 weeks ended June 30, 2001 compared to the 13
weeks ended July 1, 2000. The increase was the result of other royalties
received under licensing agreements of Mrs. Fields branded products.

OPERATING COSTS AND EXPENSES

     SELLING AND STORE OCCUPANCY COSTS. Total selling and store occupancy costs
decreased $600,000 or 3.3 percent, from $18.4 million to $17.8 million for the
13 weeks ended June 30, 2001 compared to the 13 weeks ended July 1, 2000. The
decrease is attributable to 20, or 4.6 percent, fewer stores open at June 30,
2001 compared to July 1, 2000.

     COST OF SALES. Total cost of sales decreased $448,000, or 4.1 percent, from
$11.0 million to $10.6 million for the 13 weeks ended June 30, 2001 compared to
the 13 weeks ended July 1, 2000. This decrease was primarily the result of fewer
stores open during the 13 weeks ended June 30, 2001, compared to the prior
period. Cost of sales as a percent of net store and food sales increased 0.4
percentage points, from 33.8 percent to 34.2 percent for the 13 weeks ended
June 30, 2001 compared to the 13 weeks ended July 1, 2000. This increase was
principally due to a change in the product mix, including smoothies and other
products that have higher cost margins.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased $963,000 or 15.2 percent, from $6.3 million to $7.3 million for the
13 weeks ended June 30, 2001 compared to the 13 weeks ended July 1, 2000. The
increase in general and administrative expenses was primarily attributable to
costs associated with managing TCBY under the management agreement. The
Company expects general and administrative costs to continue at the current
level as it manages and operates TCBY's business. However, it is expected
that the management fee revenue received from TCBY will offset these
increased costs.

     STORE CLOSURE BENEFIT. Store closure benefit was comparable for the 13
weeks ended June 30, 2001 compared to the 13 weeks ended July 1, 2000.

     DEPRECIATION AND AMORTIZATION. Total depreciation and amortization
expense of $6.4 million for the 13 weeks ended June 30, 2001 was comparable
to the 13 weeks ended July 1, 2000 of $6.3 million.

     TOTAL OTHER. Interest expense for the 13 weeks ended June 30, 2001,
decreased by $207,000 or 4.6 percent compared to the prior year period. This was
due to lower interest rates incurred under the Company's line of credit.
Interest income for the 13 weeks ended June 30, 2001 was comparable to the 13
weeks ended July 1, 2000. Other, net decreased by $6,000, from $78,000 to
$72,000 of income for the 13 weeks ended June 30, 2001 compared to the 13 weeks
ended July 1, 2000. The decrease is primarily attributable to a loss on stores
closed or franchised in the current period versus the prior period.

26 WEEKS ENDED JUNE 30, 2001 COMPARED TO THE 26 WEEKS ENDED JULY 1, 2000

     As of June 30, 2001, there were 414 Company-owned stores and 947 franchised
or licensed stores in operation. The store activity for the 26 weeks ended June
30, 2001 and July 1, 2000 is summarized as follows:

<Table>
COMPANY-OWNED AND FRANCHISED OR LEASED STORE ACTIVITY              JUNE 30, 2001             JULY 1, 2000
                                                               ----------------------   ----------------------
                                                               COMPANY-    FRANCHISED   COMPANY-   FRANCHISED
                                                                OWNED     OR LICENSED    OWNED     OR LICENSED
                                                               --------   -----------   --------   -----------
<S>                                                            <C>        <C>          <C>         <C>
Stores open as of the beginning of the 26 week ended ...         420          951          462          981
      Stores opened (including relocations) ............           9           36            4           77
      Stores closed (including relocations) ............         (15)         (40)         (21)         (98)
      Stores sold to franchises ........................          (4)           4           (6)           6
      Non-continuing (exit plan) stores closed .........          --           --           (3)          (1)
      Non-continuing (exit plan) stores franchised .....          --           --           (3)           3
      Stores acquired from franchises ..................           4           (4)           1           (1)
                                                                ----         ----         ----         ----
Stores open as of the end of 26 weeks ended ............         414          947          434          967
                                                                ====         ====         ====         ====

</Table>

                                       23
<Page>

REVENUES

     NET STORE AND FOOD SALES. Total net store sales decreased $3.3 million, or
5.0 percent, from $66.4 million to $63.1 million for the 26 weeks ended June 30,
2001 compared to the 26 weeks ended July 1, 2000. The decrease was due in part
to 20, or 4.6 percent, fewer stores open at June 30, 2001 compared to July 1,
2000. Sales decreased 4.5 percent for mall stores that had been open one year or
more when compared to the same prior year period. Mail order sales for the 26
weeks ended June 30, 2001 increased $1.2 million, or 38.2 percent, compared to
the 26 weeks ended July 1, 2000.

     FRANCHISING REVENUES. Franchising revenues decreased $412,000, or 3.4
percent, from $12.0 million to $11.6 million for the 26 weeks ended June 30,
2001 compared to the 26 weeks ended July 1, 2000. Franchising revenues were
negatively impacted primarily by lower initial franchise fees in the current
period and 20, or 2.1 percent, fewer franchised stores open at June 30, 2001.
Sales of cookie dough to Great American franchisees were flat during the current
period when compared to the prior year period.

     MANAGEMENT FEE REVENUE. The Company received management fee revenue of
$6.3 million during the 26 weeks ended June 30, 2001 to manage TCBY, which
was acquired by an affiliate Company on June 1, 2000. The management fee
revenue during the 26 weeks ended July 1, 2000 was $1.3 million, representing
one month of management fee income.

     LICENSING AND OTHER REVENUES. Licensing revenues increased $2.1 million
from $361,000 to $2.5 million for the 26 weeks ended June 30, 2001 compared
to the 26 weeks ended July 1, 2000. During the 26 weeks ended June 30, 2001,
the Company received $950,000 for the sale of certain recipes and royalty
revenues of $1.4 million under an agreement with a national manufacturer of
cookies for the sale of cookies branded under Mrs. Fields name and sold
through specific retail channels and geographic locations. The remaining
increase was the result of other royalties received under licensing
agreements of Mrs. Fields branded products.

OPERATING COSTS AND EXPENSES

     SELLING AND STORE OCCUPANCY COSTS. Total selling and store occupancy costs
decreased $1.3 million or 3.7 percent, from $36.7 million to $35.4 million for
the 26 weeks ended June 30, 2001 compared to the 26 weeks ended July 1, 2000.
The decrease is attributable to 20, or 4.6 percent, fewer stores open at June
30, 2001 compared to July 1. 2000.

     COST OF SALES. Total cost of sales decreased $983,000, or 4.5 percent, from
$22.0 million to $21.0 million for the 26 weeks ended June 30, 2001 compared to
the 26 weeks ended July 1, 2000. This decrease was primarily the result of fewer
stores open during the 26 weeks ended June 30, 2001, compared to the prior
period. Cost of sales as a percent of net store and food sales increased 0.2
percentage points, from 33.2 percent to 33.4 percent for the 26 weeks ended
June 30, 2001 compared to the 26 weeks ended July 1, 2000. This increase was
principally due to a change in the product mix, including smoothies and other
products that have higher cost margins.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expense
increased $2.8 million, or 25.1 percent, from $11.5 million to $14.3 million for
the 26 weeks ended June 30, 2001 compared to the 26 weeks ended July 1, 2000.
The increase in general and administrative expenses was primarily attributable
to costs associated with managing TCBY under the management agreement discussed
above. The Company expects general and administrative costs to continue at the
current level as it manages and operates TCBY's business. However, these
increased costs will be offset by the management fee revenue received from TCBY.

     STORE CLOSURE BENEFIT. Store closure benefit was comparable for the 26
weeks ended June 30, 2001 compared to the 26 weeks ended July 1, 2000.

     DEPRECIATION AND AMORTIZATION. Total depreciation and amortization expense
decreased by $252,000 or 2.1 percent, from $12.0 million to $11.7 million for
the 26 weeks ended June 30, 2001 compared to the 26 weeks ended July 1, 2000.
The decrease is primarily due to the impairment of certain store assets
during fiscal 2000, which resulted in lower depreciation during the 26 weeks
ended June 30, 2001.

     TOTAL OTHER. Interest expense for the 26 weeks ended June 30, 2001,
decreased $401,000 or 4.4 percent compared to the prior period. This was due to
lower interest rates incurred under the Company's line of credit. Interest
income for the 26 weeks ended June 30, 2001 was comparable to the 26 weeks ended
July 1, 2000. Total other increased by $44,000, from $35,000 to $78,000 of
income for the 26 weeks ended June 30, 2001 compared to the 26 weeks ended July
1, 2000. The increase is primarily attributable to a loss on stores closed or
franchised in the current period versus the prior period.

LIQUIDITY AND CAPITAL RESOURCES

     GENERAL

     Mrs. Fields' principal sources of liquidity are cash flows from operating
activities, cash on hand and available borrowings under Mrs. Fields' existing
revolving credit facility. As of June 30, 2001, Mrs. Fields had $2.4 million of
cash and cash equivalents on hand and $5.1 million additional borrowings
available under its revolving credit

                                       24
<Page>

facility and $3.1 million available under a capital lease facility. Mrs.
Fields expects to use its existing cash, cash flows from operating activities
and its credit facility to provide working capital, finance capital
expenditures and to meet debt service requirements, including the December 1,
2001 interest payment of approximately $7.0 million on its long-term debt.
Based on current operations, Mrs. Fields believes that its sources of
liquidity will be adequate to meet its anticipated requirements for working
capital, capital expenditures, scheduled debt service requirements and other
general corporate purposes on both a short and long-term basis. There can be
no assurance, however, that Mrs. Fields' business will continue to generate
cash flows at or above current levels.

JUNE 30, 2001 COMPARED TO DECEMBER 30, 2000

     As of June 30, 2001, Mrs. Fields had liquid assets (cash and cash
equivalents and receivables) of $10.7 million, a decrease of 15.7 percent, or
$2.0 million, from December 30, 2000 when liquid assets were $12.7 million. Cash
decreased $1.2 million, or 32.9 percent, to $2.4 million at June 30, 2001 from
$3.5 million at December 30, 2000. Total receivables at June 30, 2001 were lower
due to collections and offset by an increase in the receivable from TCBY related
to the management fee.

     Mrs. Fields' working capital decreased by $762,000, or 9.6 percent, to a
deficit of $8.7 million at June 30, 2001 from a deficit of $8.0 million at
December 30, 2000. This decrease is due to a $293,000 decrease in current
assets, primarily cash balances, due from franchisees and licensees and
prepaid expenses, compared to a $1.1 million increase in current liabilities,
primarily bank overdraft, bank borrowings under the line of credit and
accrued interest.

     Long-term assets decreased $8.1 million, or 4.9 percent, to $157.1 million
at June 30, 2001 from $165.2 million at December 30, 2000. This decrease was
primarily the result of scheduled depreciation and amortization of property and
equipment, goodwill and deferred loan costs as well as accelerated
depreciation and amortization due to impairment of certain assets.

     Mrs. Fields' operating activities used cash of $3.0 million for the 26
weeks ended June 30, 2001, primarily from the payment of expenses incurred
during the busy holiday season in December 2000, but not paid until January.

     Mrs. Fields utilized $4.9 million of cash in investing activities during
the 26 weeks ended June 30, 2001, primarily for capital expenditures relating to
new store construction, store remodels and renovations.

     Mrs. Fields obtained $6.8 million in cash from financing activities during
the 26 weeks ended June 30, 2001. Cash was obtained primarily by draws on the
line of credit as well as bank overdrafts.

     The specialty cookie and pretzel businesses do not require the maintenance
of significant receivables or inventories; however, the increase in Mrs. Fields'
franchise and license business does required the Company to carry a receivable
from our franchisees and licensees. Mrs. Fields continually invests in its
business by upgrading and remodeling stores and adding new stores, carts, and
kiosks as opportunities arise. Investments in these long-term assets, which are
key to generating current sales, reduce Mrs. Fields' working capital. During the
26 weeks ended June 30, 2001 and July 1, 2000, Mrs. Fields expended cash of $5.1
million and $2.5 million, respectively, for capital assets. The Company expects
to expend a total of approximately $14.0 million for capital assets in 2001.
Management anticipates that these expenditures will be funded with cash
generated from operating activities and short-term borrowings under its credit
facility as needed.

INFLATION

     The impact of inflation on the earnings of the business has not been
significant in recent years. Most of Mrs. Fields' leases contain escalation
clauses (however, such leases are accounted for on a straight-line basis as
required by accounting principles generally accepted in the United States, which
minimizes fluctuations in operating income) and many of Mrs. Fields' employees
are paid hourly wages at the Federal minimum wage level. Minimum wage increases
will negatively impact Mrs. Fields' payroll costs in the short term, but
management believes such impact can be offset in the long term through
operational efficiency gains and, if necessary, through product price increases.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as
amended by SFAS 137 and SFAS 138, is effective for the Company's fiscal year
beginning 2001. SFAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments

                                       25
<Page>

embedded in other contracts, and for hedging activities. It requires that the
Company recognize all derivative instruments as either assets or liabilities
in the condensed consolidated balance sheet and measure those instruments at
fair value. The Company adopted SFAS 133, as amended during the first quarter
of fiscal 2001. The adoption did not have a material impact on the Company's
results of operations, financial position or liquidity.

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations". SFAS No. 141 requires the use of the purchase method of
accounting for all business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method. The Company does not believe that
the adoption of SFAS 141 will have a significant impact on its financial
statements

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which changes the accounting treatment as it applies to
goodwill and other intangibles assets after the assets have been initially
recognized in the financial statements. These changes include
non-amortization of goodwill over a pre-determinable, finite life; rather the
goodwill and intangibles would have indefinite useful lives. The statement
requires annual assessment for any impairment of the carrying value of the
assets based upon an estimation of the fair value of the reporting unit to
which the assets pertain. The effective date of this statement is for fiscal
years beginning after December 15, 2001. Company will adopt SFAS No. 142 for
its fiscal year beginning December 30, 2001. Upon adoption of SFAS No. 142,
the Company will stop amortization of goodwill that resulted from business
combinations initiated prior to the adoption of SFAS No. 141. The Company
will evaluate goodwill under SFAS No. 142 transitional impairment test and
has not yet determined whether or not there will be an impairment loss. Any
transitional impairment loss will be recognized as a change in accounting
principle.

                                       26
<Page>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     There have been no significant changes in market risks since the end of the
Company's December 30, 2000 year. For more information, please read the
consolidated financial statements and notes thereto included in the Company's
Form 10-K for the year ended December 30, 2000.

FORWARD-LOOKING INFORMATION

     This report contains certain forward-looking statements based on our
current expectations and projections about future events, developed from the
information currently available to us. The forward-looking statements include,
among other things, our expectations and estimates about Mrs. Fields' future
financial performance, including growth in net sales and earnings, cash flows
from operating activities, capital expenditures, and the ability to refinance
indebtedness. These forward-looking statements are subject to risks,
uncertainties and assumptions, including the following:

o    Our ability to continue integrating the businesses of companies acquired
     with Mrs. Fields and to realize the expected ongoing benefits and cost
     savings from our acquisitions;

o    Our ability to meet our debt and interest obligations,

o    Performance by franchisees and licensees;

o    Difficulties or delays in developing and introducing anticipated new
     products or failure of customers to accept new product offerings;

o    Changes in consumer preferences and our ability to adequately anticipate
     such changes;

o    The seasonal nature of our operations;

o    Changes in general economic and business conditions;

o    Actions by competitors, including new product offerings and marketing and
     promotional successes;

o    Claims which might be made against Mrs. Fields, including product liability
     claims;

o    Changes in business strategy, new product lines, changes in raw ingredient
     and employee labor costs;

o    Changes in our relationships with our franchisees and licensees; and

o    Changes in mall customer traffic.

     We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this report may not occur.

                                       27
<Page>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     In the ordinary course of business, Mrs. Fields is involved in routine
litigation, including franchise disputes. Mrs. Fields is not a party to any
legal proceedings, which, in the opinion of management of Mrs. Fields, after
consultation with legal counsel, is material to Mrs. Fields' business, financial
condition or results of operations beyond amounts provided for in the
accompanying financial statements.

     Mrs. Fields' stores and products are subject to regulation by numerous
governmental authorities, including, without limitation, federal, state and
local laws and regulations governing health, sanitation, environmental
protection, safety and hiring and employment practices.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

None

(b)  FORMS 8-K

None


                                   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.


MRS. FIELDS' ORIGINAL COOKIES, INC.

/s/ LARRY A. HODGES                               AUGUST 14, 2001
-----------------------------------               ---------------
LARRY A. HODGES, PRESIDENT AND CEO                DATE


/s/ SANDRA M. BUFFA                               AUGUST 14, 2001
-----------------------------------               ---------------
SANDRA M. BUFFA, SR. VICE PRESIDENT,              DATE
CFO AND TREASURER (CHIEF FINANCIAL
AND PRINCIPAL ACCOUNTING OFFICER)


                                       28