8-K

                       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): June 12, 2002


                            Fields Technologies, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
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                 (State of Other Jurisdiction of Incorporation)


            0003718                                      11-2050317
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     (Commission File Number)                (IRS Employer Identification No.)


            333 Main Street # 300; P.O. Box 5000; Park City, UT 84060
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               (Address of Principal Executive Offices) (Zip Code)


                                  435-645-2122
                          -----------------------------
                         (Registrant's Telephone Number)


          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



Item 5. Other Items.

On June 12, 2002 Fields Technologies, Inc. issued the press release which is
attached hereto as Exhibit 1 and which is incorporated herein by this reference.

Item 7. Financial Statements and Exhibits.


         (a)      Financial Statements. Not Applicable.

         (b)      Pro Forma Financial Information. Not Applicable.

         (c)      Exhibits.

                  1        Fields Technologies, Inc. press release, dated
                           June 12, 2002.


                                   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 hereunto duly authorized.

Fields Technologies, Inc.

Date: June 12, 2002

By: /s/ Barbara J. Ray
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Barbara J. Ray,  Chief Financial Officer

                                       2

EX-1

Exhibit 1

Fields Technologies Strengthens Balance Sheet With $1.8 Million Debt Conversion

Andersen, Weinroth & Company Take an Equity Position in Fields Technologies;
 Stephen D. Weinroth Joins Fields Technologies' Board of Directors

PARK CITY, UTAH - June 12, 2002 - Fields Technologies, Inc. (OTCBB:FLDT)
announced that Andersen, Weinroth & Company, L.P.has converted $ 1.8 million
promissory note and interest into an equity position in Fields Technologies,
Inc. A total of 11,666,667 shares of Fields common stock were issued in the
conversion. A warrant to purchase an additional 11,666,667 shares of common
stock at $0.17 per share was also issued to Andersen Weinroth. Under the terms
of the original investment, Fields Technologies could convert the note after
satisfying certain conditions including approval of an increase in the number of
authorized shares. The warrant, expiring March 2005, has the potential of
providing additional capital of approximately $2 million.

"The funding from our original note with Andersen, Weinroth & Company ("AW")
enabled us to focus on the company's continued growth. Exchanging the note for
an equity position strengthens our balance sheet," commented Randall K. Fields,
CEO and President of Fields Technologies. " With the investment, we have
expanded our sales and marketing efforts which has generated a significant
increase in interest in our technology and service solutions. We were pleased to
see our third quarter revenue rise 33% when compared to last year's third
quarter."

"To continually strengthen our balance sheet remains a high priority," continued
Fields. "The conversion provides a 15% reduction of our debt and an improvement
to our equity position versus March 31, 2002 balances. In addition to the AW
conversion, we recently negotiated extended payment terms on $1.5 million of
short-term debt which again will allow us to focus on growing the company ."

With AW's new equity investment, Stephen D. Weinroth, a senior partner with
Andersen, Weinroth & Co., L.P., will be joining the Fields Technologies' board
of directors. "Weinroth's broad business expertise and years of experience
within the investment community are invaluable. We look forward to benefiting
from his insight as we work to gain momentum in the retail industry, while at
the same time judiciously expanding our reach into other vertical markets,"
noted Fields.

Fields Technologies, Inc.
Fields Technologies is a leading provider of software and services for business
productivity. The company uniquely leverages their expertise in retail
operations management with state of the art, patented technology to deliver
solutions that simplifies the planning and execution of complex processes,
delivers timely and relevant information that allows customers to improve
profitability. The software was developed initially for the Mrs. Fields Cookies
business, co-founded by Randall K. Fields, the CEO of Fields Technologies, Inc.
To date, the Company has sold to or installed its software solutions in over
52,000 customer locations that have licensed and are using approximately 180,000
applications. For additional information, please contact Fields Technologies at
1-800-835-8824; info@fieldstechnologies.com (e-mail) or visit
http://www.fieldstechnologies.com.

This release is comprised of inter-related information that must be interpreted
in the context of all the information provided; accordingly, care should be
exercised not to consider portions of this release out of context. This release
is provided in compliance with Commission Regulation FD and contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, goals, assumption or
future events or performance are not statements of historical fact and may be
"forward-looking statements." Forward looking statements are based on
expectations, estimates and projections at the time the statements are made that
involve a number of risks and uncertainties which could cause actual results or
events to differ materially from those presently anticipated. Forward looking
statements in this action may be identified through the use of words such as
"expects", "will", "anticipates", "estimates", "believes", or statements
indicating certain actions "may", "could", or "might" occur. Such statements
reflect the current views of Fields Technologies with respect to future events
and are subject to certain assumptions, including those described in this
release. Should one or more of the underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed or expected. Fields Technologies does not intend to update these
forward-looking statements prior to announcement of quarterly or annual results.