UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January ~~May 24~~31, ~~2005~~2007

MRS. FIELDS FAMOUS BRANDS, LLC

(Exact name of registrant as specified in charter)

DELAWARE		333-115046		80-0096938
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2855 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121-~~1050~~7050

801-736-5600

(Address of Principal Executive Offices and Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

ITEM 51.0201 ~~DEPARTURE~~ENTRY OFINTO ~~DIRECTORS~~A ORMATERIAL ~~PRINCIPAL~~DEFINITIVE ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS~~AGREEMENT

~~(c)~~ On ~~May 24,~~January ~~2005~~31, ~~the~~2007, ~~Board~~TCBY ofSystems, ~~Managers~~LLC ~~of Mrs. Fields Famous Brands~~ (~~the~~ “~~Company~~TCBY”) ~~appointed~~, ~~Mark~~a C.wholly-owned ~~McBride~~subsidiary asof the ~~Company’s Interim Chief Accounting Officer and~~registrant, ~~Interim~~Mrs. ~~Treasurer,~~Fields ~~effective~~Famous ~~as of May 31~~Brands, ~~2005~~LLC, toreceived ~~serve until the Company appoints~~ a ~~Chief~~fully ~~Financial~~executed ~~Officer~~copy ~~and~~of ~~Treasurer~~a ~~following the~~new ~~resignation~~Distribution ofService ~~Sandra~~Agreement ~~Buffa,~~dated as ~~reported~~of inJanuary ~~the~~15, ~~Company’s~~2007, ~~Current~~between ~~Report~~TCBY ~~on Form 8-K~~and ~~filed~~Lincoln onPoultry ~~May 13,~~and ~~2005. Mr. McBride will~~Egg ~~serve~~Company in (the ~~same capacities for certain of the Company’s parent entities and subsidiaries~~“Agreement”). The ~~Company~~Agreement ~~has~~provides ~~not~~for distribution ~~entered~~services ~~into~~scheduled anto ~~employment~~commence ~~agreement~~on ~~with~~or ~~Mr. McBride,~~about ~~age~~March 4326, as2007, ato ~~result of~~certain ~~the interim appointment. Prior to~~TCBY ~~joining~~franchisees ~~the~~located ~~Company~~ in ~~August,~~a ~~2002~~designated asterritory ~~its~~including ~~Vice~~the ~~President~~state ~~and~~of ~~Corporate Controller~~Iowa, ~~Mr. McBride~~as well ~~served~~ as ~~Chief~~portions ~~Financial Officer~~ of ~~Ovid Technologies, Inc.~~North ~~in Salt Lake City~~Dakota, ~~Utah. From~~South ~~September~~Dakota, ~~1996 to April~~Nebraska, ~~2001,~~Minnesota ~~he was the Vice President, Corporate Controller~~ and ~~Corporate Secretary of Evans &~~ ~~Sutherland Computer Corporation in Salt Lake City, Utah~~Illinois.

2The Agreement outlines services to be performed by the distributor and provides for delivery schedules, inventory controls, minimum volume requirements or charges, distribution fees and other related payments. TCBY franchisees to be served by the distributor will submit account applications and enter into terms directly with the distributor. The Agreement has an initial term of 3 years, unless terminated earlier in accordance with provisions set forth in the Agreement.

~~SIGNATURES~~In addition to the new Agreement, on January 31, 2007, TCBY received a fully executed copy of a First Amendment to Distribution Agreement between TCBY and Southwest Traders, Inc. (the “Amendment”). The Amendment modifies the Distribution Services Agreement entered into between the parties dated April 12, 2006, to add additional territories to be serviced by Southwest Traders’ Dallas, Texas distribution center.

~~Pursuant~~TCBY toentered into the ~~requirements~~Agreement ofand the Amendment as part of its overall transition of business from Blue Line Distributing. As described in reports by the registrant filed previously with the Securities and Exchange ~~Act~~Commission, ofBlue ~~1934,~~Line ~~the~~terminated ~~Registrant~~its ~~has~~distribution ~~duly~~agreement ~~caused~~with ~~this~~TCBY effective ~~report~~February 2006, but continues to provide services to a small number of territories under an extension agreement with TCBY. That transition will be ~~signed~~completed, and the Blue Line extension will end, on ~~its~~or ~~behalf~~shortly byafter March 26, 2007, when services commence under the ~~undersigned~~Agreement ~~thereunto~~and ~~duly~~the ~~authorized~~Amendment.

	MRS. FIELDS FAMOUS BRANDS, LLC
	/s/ Michael Ward
	Michael Ward
	Executive Vice President, General Counsel and Secretary
Date: May 31, 2005

SIGNATURES

3Pursuant 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 FAMOUS BRANDS, LLC


	/s/ Michael Ward
	Michael Ward
	Executive Vice President and Chief Legal Officer

Date: February 6, 2007

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