SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~February~~March 625, 2003 (Date of earliest event reported) Commission file number: 1-14005

Frisby Technologies, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		62-1411534 (I.R.S. Employer Identification No.)

3195 Centre Park Boulevard
Winston-Salem, North Carolina 27107
(Address of principal executive offices)
(Zip code)

(336) 784-7754
(Registrant’s telephone number, including area code)

Item 4. Changes in Registrant’s Certifying Accountants

Effective March 31, 2003, Frisby Technologies, Inc. (the “Company”) has received notice of the resignation of its independent auditor, Ernst & Young LLP (“E&Y”).

The reports of E&Y on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. The report of E&Y for the year ended December 31, 2001 contained a going concern modification.

In connection with the audits of the Company’s financial statements for each of the two fiscal years ended December 31, 2001, and in the subsequent interim period, there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the matter in its audit report. The Company requested E&Y to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated April 7, 2003, is filed herewith as Exhibit 99.2.

Item 5. Other Events

As previously disclosed, on January 16, 2003, Frisby Technologies, Inc. (the “Company” or the “Debtor”) filed a voluntary petition under Chapter 11 of the U. S. Bankruptcy Code in the United States Bankruptcy Court for the Middle District of North Carolina (the “Court”).

On ~~February~~March 625, 2003, the ~~United~~Company ~~States~~filed ~~Bankruptcy~~with the Court ~~for~~its ~~the~~Second ~~Middle~~Monthly ~~District~~Report offor ~~North Carolina entered an order approving~~ the ~~sale~~period of ~~the Company’s~~February 1, ~~Steele~~2003 ~~Operating~~through ~~Division to Sandra Steele for $145~~February 28,~~000~~ ~~and an order transferring liens to proceeds from sale of the Company’s Steele Operating Division~~2003. The ~~Orders set forth that the secured lenders of the Company~~ ~~consented~~report tois ~~the~~filed ~~sale~~herewith ofas ~~the property with liens to be transferred to the proceeds~~Exhibit 99.1. The ~~Orders~~report ~~further~~contains ~~set forth that counsel for the Unsecured~~financial ~~Creditors~~statements ~~Committee~~ and ~~the~~other ~~Bankruptcy~~financial ~~Administrator~~information ~~support the motion and~~ that ~~no party filed an objection. In addition, the Orders state that the Debtor~~ has ~~the~~not ~~right~~been toaudited ~~use the proceeds from the sale of the Steele Division~~or ~~for~~reviewed ~~operating~~by ~~expenses~~independent ~~pursuant~~accountants toand ~~the~~may ~~budget~~be ~~supplied~~subject to ~~the~~future ~~Secured Lenders,~~reconciliation ~~including~~and ~~but not limited to a carve-out for the counsel for the Unsecured Creditors Committee~~adjustments.

On ~~February~~March 1425, 2003, the ~~Securities~~United ~~and~~States ~~Exchange~~Bankruptcy ~~Commission~~Court ~~granted~~for athe Middle ~~proposal~~District byof ~~the~~North ~~Boston~~Carolina ~~Stock~~entered ~~Exchange~~an toorder ~~remove~~authorizing the ~~Company’s~~Debtor ~~common~~to ~~stock from~~retain ~~listing and registration effective at~~ the ~~opening~~services of ~~business~~Womble onCarlyle ~~Monday, February 17,~~Sandridge ~~2003~~& ~~due~~Rice, toPLLC ~~the~~as ~~Company’s~~Special ~~failure~~Counsel pursuant to ~~maintain~~11 ~~the~~U.S.C. ~~requisite minimum~~§327 ~~shareholders’ equity of $500,000 and market value of public float of $500,000~~(e).

~~The~~ On ~~Company’s~~March 26, ~~shares~~2003, ~~remain~~the ~~eligible~~United ~~for~~States ~~quotation~~Bankruptcy onCourt for the ~~Over-~~Middle District of North Carolina entered an order authorizing the~~-Counter~~ continued ~~Bulletin~~employment ~~Board~~of ~~(OTCBB) under~~Mark D. Gillis and the ~~symbol~~firm ~~FRIZQ~~of Anderson Bauman Tourtellot Vos & Co.OB, Inc. as Chief Restructuring Officer to the Debtor subject to further notice and hearing.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits


	(a) Not applicable

	(b) Not applicable

	(c) Exhibits

The following exhibits are filed herewith:

SIGNATURE

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.

	Frisby Technologies, Inc.
	By:	/s/ Mark D. Gillis
		Mark D. Gillis
		Chief Restructuring Officer
Date: February 20, 2003


		Frisby Technologies, Inc.


		By: /s/ Mark D. Gillis Mark D. Gillis Chief Restructuring Officer

Date: April 7, 2003

Exhibit No.

Description of Exhibit

Second Monthly Report of Debtor-in-Possession.

Letter from Ernst & Young LLP

Filing Compare · FRISBY TECHNOLOGIES INC