Exhibit 99.3

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of Mrs. Fields'
Original Cookies, Inc. and subsidiaries as of December 30, 2000 and December 29, 2001 and for each of the three years in the period ended December 29, 2001 and have issued
our report thereon dated March 1, 2002. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. Schedule II,
"Valuation and Qualifying Accounts", is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

/s/ARTHUR
ANDERSEN LLP
Arthur Andersen LLP

Salt
Lake City, Utah
March 1, 2002



Exhibit 99.3

MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS

|Description                       |                              | Balance at
beginning
of period |   | Additions  |  | Deductions |           | Balance at
end of
period
|--------------------------------- | ---------------------------- | ------------------------------ | - | ---------- |  | ---------- | --------- | ------------------------
|Allowance for Doubtful Accounts:  |                              |                                |   |            |  |            |           |                         
|                                  | Year Ended January 1, 2000   |                                | $ | 1,152,000  |  | $          | 457,000   |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Year Ended December 30, 2000 |                                | $ | 932,000    |  | $          | 809,000   |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Year Ended December 29, 2001 |                                | $ | 1,673,000  |  | $          | 486,000   |                         
|                                  |                              |                                |   |            |  |            |           |                         
|Store Closure and Other Reserves: |                              |                                |   |            |  |            |           |                         
|                                  | Store Closure Reserve        |                                | $ | 14,711,000 |  | $          | 2,239,000 |                         
|                                  | Legal Accrual(1)             |                                |   | 382,000    |  |            |          |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Year Ended January 1, 2000   |                                | $ | 15,093,000 |  | $          | 2,239,000 |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Store Closure Reserve        |                                | $ | 7,194,000  |  | $          | 277,000   |                         
|                                  | Legal Accrual(1)             |                                |   | 234,000    |  |            |          |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Year Ended December 30, 2000 |                                | $ | 7,428,000  |  | $          | 277,000   |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Store Closure Reserve        |                                | $ | 3,779,000  |  | $          | 378,000   |                         
|                                  | Legal Accrual(1)             |                                |   | 85,000     |  |            | 607,000   |                         
|                                  |                              |                                |   |            |  |            |           |                         
|                                  | Year Ended December 29, 2001 |                                | $ | 3,864,000  |  | $          | 985,000   |                         
|                                  |                              |                                |   |            |  |            |           |