QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS
                 SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS

                                   FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

     [x] QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934

     For the quarterly period ended March 31, 1998

     OR

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

                       Commission File Number: 001-14005

                            FRISBY TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                              62-1411534
(State or other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

                               77 East Main Street
                                   Suite 2000
                            Bay Shore, New York 11706
              (Address of Principal Executive Offices and Zip Code)

                                 (516) 969-8570
              (Registrant's telephone number, including area code)

                             417 South Main Street
                            Freeport, New York 11520
                                (Former Address)

     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.

               Yes       X                         No  ________

     Number of shares  outstanding of the issuer's Common Stock, par value $.001
per share, as of April 30, 1998: 4,880,613 shares.


<PAGE>


                            FRISBY TECHNOLOGIES, INC.


                                      INDEX
<TABLE>
<CAPTION>

                                                                                                      PAGE NO.
<S>                                                                                                  <C>   
Part I                  Financial Information                                                            3

Item 1.                 Financial Statements                                                             3

                        Balance Sheets - March 31, 1998 (unaudited) and
                        December 31, 1997                                                                3

                        Statements  of  Operations  - Three Month  Period  Ended
                        March 31, 1998 (unaudited) and March 31, 1997
                        (unaudited)                                                                      4

                        Statement of Stockholders' Equity - Three Month Period
                        Ended March 31, 1998 (unaudited)                                                 5

                        Statements  of Cash  Flows - Three  Month  Period  Ended
                        March  31,   1998   (unaudited)   and  March  31,   1997
                        (unaudited)                                                                      6

                        Notes to Financial Statements - March 31, 1998 (unaudited)                       7

Item 2.                 Management's Discussion and Analysis of Financial Condition
                        and Results of Operations                                                        9

Part II                 Other Information                                                                                    13

                        Signatures                                                                      17

</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                            Frisby Technologies, Inc.
                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                                      March 31, 1998           December 31, 1997
                                                                                      --------------           -----------------
<S>                                                                                   <C>                      <C>  
                                                                                       (unaudited)
Assets
Current assets:
Cash and cash equivalents                                                            $ 1,827,060                $  375,222
Accounts receivable - billed                                                             333,597                   358,452
Accounts receivable - unbilled                                                            91,546                    52,150
Inventory                                                                                290,188                   247,686
Recoverable and prepaid income taxes                                                      26,902                    26,902
Other current assets                                                                      25,266                     7,192
                                                                                      -----------                 --------  
Total current assets                                                                   2,594,559                 1,067,604
Property and equipment, net                                                               57,978                    61,323
Deferred transaction costs                                                               366,172                   138,908
                                                                                      -----------                 --------

Total assets                                                                        $  3,018,709                $1,267,835
                                                                                 ================          ===============

Liabilities and stockholders' equity Current liabilities:
Accounts payable                                                                    $    209,475                $  353,427
Accrued expenses and other current liabilities                                           121,777                    63,143
License fees payable                                                                      83,679                   184,640
Deferred license revenues                                                                 47,500                    50,000
                                                                                      ----------                 ---------     
Total current liabilities                                                                462,431                   651,210
Accrued license agreement costs                                                          101,250                   101,250
Deferred license revenues                                                                 30,000                    40,000
                                                                                      ----------                ----------        
Total liabilities                                                                        593,681                   792,460
Commitments
Stockholders' equity:
Preferred Stock, 1,000,000 shares authorized; shares issued and
    outstanding: 587,500 in 1998 and none in 1997                                      2,500,000                       --
Common Stock, $.001 par value; 10,000,000 shares authorized;
    3,280,613 shares issued and outstanding in 1998 and 1997                               3,281                     3,281
Additional paid-in capital                                                             1,519,575                 1,540,575
Accumulated deficit                                                                   (1,597,828)               (1,068,481)
                                                                                             --                 -----------     
Total stockholders' equity                                                             2,425,028                   475,375
                                                                                          -----                 -----------
Total liabilities and stockholders' equity                                         $   3,018,709              $  1,267,835
                                                                                   =============                ===========

</TABLE>

See accompanying notes.


<PAGE>


                            Frisby Technologies, Inc.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                Three month period ended
                                                                                                        March 31,
                                                                                   ---------------------------------------------
                                                                                       1998                            1997
                                                                                    ----------                     -----------
<S>                                                                               <C>                            <C>  

Revenues:
Product sales                                                                     $    271,375                    $     14,826
Research and development projects                                                       49,271                         138,613
Licenses and royalties                                                                  26,618                           9,000
                                                                                   -----------                     -----------
Total revenues                                                                         347,264                         162,439

Cost of sales:
Product sales                                                                          221,813                          66,881
Research and development projects                                                       34,776                          89,433
Licenses and  royalties                                                                  1,765                           3,600
                                                                                    ----------                      ----------
Total cost of sales                                                                    258,354                         159,914
Gross profit                                                                            88,910                           2,525
Selling and marketing expense                                                          220,148                          59,841
General and administrative expense                                                     400,993                         170,545
Loss from operations                                                                  (532,231)                       (227,861)
Interest income (expense)                                                                2,884                          (5,251)
                                                                                    ----------                      ----------
Loss before income taxes                                                              (529,347)                       (233,112)
Income tax provision                                                                       -                            44,792
                                                                                    ----------                      ----------
Net loss                                                                          $   (529,347)                   $   (277,904)
                                                                                    ===========                     ----------
Net loss per common share - basic and diluted                                     $       (.16)                   $      (.10)
                                                                                    ===========                     ========== 
</TABLE>



     See accompanying notes.


                                        5

<PAGE>


                            Frisby Technologies, Inc.
                        Statement of Stockholder's Equity
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                   
                                    Preferred Stock        Common Stock        Additional
                                   Shares     Amount     Shares       Amount     Paid-In       Accumulated
                                                                                Capital        (Deficit)       Total
                                   
<S>                                  <C>        <C>       <C>          <C>       <C>                <C>          <C>

Balance at
December 31, 1997                   --         --        3,280,613   $ 3,281    $1,540,575      $(1,068,481)   $ 475,375

Exercise of preferred stock
option, net of related costs      587,500   2,500,000      --              --      (21,000)         --         2,479,000

Net loss                            --         --          --              --        --           (529,347)     (529,347)
                                 --------   ---------   ----------   --------    ----------     ----------    ----------
Balance at
March 31, 1998                    587,500  $2,500,000   3,280,613      3,281    $1,519,575     $(1,597,828)  $ 2,425,028
                                 ========   =========   ==========   ========    ==========     ==========    ==========
</TABLE>

     See accompanying notes.



<PAGE>






                                        6

                            Frisby Technologies, Inc.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                   Three month period ended
                                                                                                           March 31,
                                                                                             1998                            1997
                                                                                             ----                            ----
<S>                                                                                     <C>                             <C>

Operating activities
Net loss                                                                            $     (529,347)                 $     (277,904)
Adjustments to reconcile net loss to net cash used in operating
    activities:
Depreciation                                                                                 3,345                           3,783
Deferred income tax provision                                                                  --                           44,792
Changes in assets and liabilities:
Accounts receivable                                                                        (14,541)                       (127,012)
Inventory                                                                                  (42,502)                        (45,882)
Other current assets                                                                       (18,074)                        (68,941)
Accrued license agreement costs                                                                --                            3,335
Accounts payable                                                                          (143,952)                        113,567
Accrued expenses and other current liabilities                                              58,634                         (21,157)
Licenses fees payable                                                                     (100,961)                         63,000
Deferred licenses revenues                                                                 (12,500)                        216,000
Payments to related party                                                                      --                          (10,500)
                                                                                            -------                       --------
Net cash used in operating activities                                                     (799,898)                       (106,919)
                                                                                          ---------                       ---------


Financing activities
Net proceeds from exercise of convertible preferred stock option                         2,479,000                            --
Borrowings from related party                                                                 --                            58,000
Payment of transaction costs                                                              (227,264)                           --
Net cash provided by financing activities                                                2,251,736                          58,000

Net increase in cash                                                                     1,451,838                         (48,919)
Cash and cash equivalents - beginning of period                                            375,222                          52,677
                                                                                         ---------                        --------
Cash and cash equivalents -end of period                                            $    1,827,060                    $      3,758
                                                                                         ---------                        --------

Supplemental information
Interest paid                                                                       $        1,189                    $      5,479
                                                                                         =========                        ======== 
</TABLE>

     See accompanying notes.


<PAGE>


                            Frisby Technologies, Inc.
                          Notes to Financial Statements
                           March 31, 1998 (Unaudited)

     1. Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
conformity  with  generally  accepted  accounting  principles  and  reflect  all
adjustments  consisting of normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the results for the periods
shown. The results of operations for such periods are not necessarily indicative
of the results  expected for the full fiscal year or for any future period.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates and assumptions.

     The accompanying  financial  statements  should be read in conjunction with
the audited financial  statements of Frisby  Technologies,  Inc. (the "Company")
for the year ended  December  31, 1997 and the notes  thereto  contained  in the
Company's Registration Statement on Form SB-2, Registration No. 333-45121, filed
with the Securities and Exchange Commission on March 30, 1998, as amended.

     2. Stockholders' Equity

     On December 29, 1997,  the Company sold 441,327 shares of its common stock,
$.001 par value (the "Common Stock") and an option (the  "Convertible  Preferred
Stock Option") to purchase 587,500 shares of the Company's convertible preferred
stock, $.001 par value (the "Convertible  Preferred Stock") at an exercise price
of $4.26 per share  expiring on February  27, 1998 in a private  placement  (the
"Private  Placement") to a foreign  investor for an aggregate  purchase price of
$2,500,000. On February 27, 1998, the foreign investor exercised the Convertible
Preferred Stock Option. This transaction resulted in net proceeds to the Company
of $2,479,000, after the payment of related expenses.

     On April 1, 1998, the Company  consummated an Initial Public  Offering (the
"IPO") of 1,600,000  shares of Common  Stock at a price of $7.00 per share.  The
net  proceeds to the  Company  amounted to  approximately  $9,100,000  after the
underwriters'  discount and related  expenses.  The net proceeds of the IPO have
been invested in cash deposit accounts and cash equivalents,  institutional U.S.
Government  Money Market Funds and commercial  paper of selected U.S.  companies
Upon consummation of the overallotment  option,  the net proceeds to the Company
will be approximately $1,400,000 after deducting the Underwriter's discounts and
commissions and related expenses.

     On or about May 15,  1998,  the  Company  received  notice  from  Barington
Capital  Group,   L.P.,  the   underwriter  in  connection  with  the  IPO  (the
"Underwriter"),  that the  Underwriter  intended to exercise its  over-allotment
option to purchase an additional  240,000  shares of the Common Stock at a price
of $7.00 per share. 

<PAGE>

     3. Summary of Significant Accounting Policies

     Net Loss Per Share

     Net loss per share for the  three-month  periods  ended  March 31, 1998 and
1997 are based on the  weighted  average  number of  common  shares  outstanding
during the period in  accordance  with the  Statement  of  Financial  Accounting
Standard ("SFAS") No. 128 "Earnings Per Share."

     Shares  used in the  computation  of net loss per share for the three month
periods  ended  March  31,  1998  and  1997  were   3,280,613   and   2,839,286,
respectively,  representing the  weighted-average  common shares outstanding for
the period.  The number of shares used in the  calculation of net loss per share
on a basic and diluted  basis are the same.  The 587,500  shares of  Convertible
Preferred  Stock represent  potential  common stock that was not included in the
computation of diluted net loss per share for the three month period ended March
31, 1998 due to their anti-dilutive nature.

     Inclusion  of the shares  issuable in  connection  with the IPO  (described
above  in Note 2) and  126,500  options  granted  in  April  1998 to  employees,
directors and consultants under the Company's Stock Option Plan adopted in March
1998,  would  have  had an effect  on  the  number  of  Common  Shares
outstanding.

     Recent Accounting Pronouncements

     In June 1997, the Financial  Accounting Standards Board issued SFAS No. 130
"Reporting Comprehensive Income" and SFAS No. 131 "Disclosures about Segments of
an Enterprise and Related Information." These standards are effective for fiscal
years  beginning after December 15, 1997. The adoption of these standards had no
impact on the Company's statements of operations, cash flows or balance sheets.


<PAGE>


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


     Results of  Operations  for the Three  month  period  ended  March 31, 1998
compared with the three month period ended March 31, 1997

     Revenues.  The Company  generates  revenue from three primary sources:  (i)
sales of its Thermasorb(R)  additives and ComforTemp(R) foam products for use in
its strategic  partners'  products;  (ii) revenue from research and  development
contracts  related to the United States  government and private  companies;  and
(iii)  license  fees  and  royalties  from  the  use  of the  Thermasorb(R)  and
ComforTemp(R)  trademarks by strategic partners in end-use products,  as well as
other fees earned in connection  with its agreements  with  strategic  partners.
Total  revenues  for the three month  period  ended March 31, 1998  increased by
$185,000 to $347,000  from  $162,000  for the three month period ended March 31,
1997.

     Product  sales.  Product  sales for the three month  period ended March 31,
1998  increased by $256,000 to $271,000  from $15,000 for the three month period
ended March 31,  1997.  The  increase  was  primarily  the result of the Company
bringing its  ComforTemp(R)  foams to market commencing in the second quarter of
1997.  Product  sales for the first  quarter  1998 have  primarily  been to five
strategic partners in the apparel and footwear industry.

     Research and development  projects.  Revenues from research and development
projects for the three month period ended March 31, 1998 decreased by $90,000 to
$49,000 from  $139,000  for the three month  period  ended March 31, 1997.  This
decrease  resulted  primarily  from the shift in the  Company's  focus away from
obtaining  and  performing  funded  research  and  development  contracts to the
commercialization of its thermal management products.

     Licenses and  royalties.  Revenues  from license fees and royalties for the
three month  period  ended March 31, 1998  increased  by $18,000 to $27,000 from
$9,000 for the three month period ended March 31, 1997.  This increase  reflects
the recognition of fees received from strategic  partners for license agreements
entered  into after the first  quarter  1997.  License  fees are  recognized  as
revenue ratably over the life of the license  agreement.  Additionally,  royalty
fees increased to $14,000 from zero during the comparable period in 1997.

     Cost of Sales.  The  Company's  cost of sales  consists  of: (i) direct and
indirect  costs  incurred in  connection  with  product  sales;  (ii) direct and
indirect costs incurred in connection with revenue from research and development
contracts relating to the United States government  programs;  and (iii) royalty
payments  required  to be  made  to  the  inventor  of  the  thermal  management
technology or another party licensed by the inventor. Total gross profit for the
three month  period  ended March 31, 1998  increased  by $86,000 to $89,000 from
$3,000 for the three month period ended March 31, 1997.

<PAGE>

     Cost of sales --  Products.  The cost of sales  related to products for the
three month period ended March 31, 1998  increased by $155,000 to $222,000  from
$67,000 for the three month period ended March 31, 1997. This increase  reflects
the higher volume of product sales and the  corresponding  costs related to such
product  sales in the three month period ended March 31, 1998 as compared to the
corresponding  period in the prior  year.  Unit costs  decreased  in the quarter
ended March 31, 1998 as compared to the  corresponding  period of 1997 resulting
from improved pricing from suppliers for larger quantities.

     Cost of sales  --  Research  and  development  projects.  The cost of sales
related to research  and  development  projects for the three month period ended
March 31, 1998  decreased by $54,000 to $35,000 from $89,000 for the three month
period ended March 31, 1997.  This decrease is consistent  with the shift in the
Company's  focus  away  from  obtaining  and  performing   funded  research  and
development  contracts and to the  commercialization  of its thermal  management
products.

     Cost of Sales --  Licenses  and  royalties.  The cost of sales  related  to
licenses and royalties for the three month period ended March 31, 1998 decreased
by $1,800 to $1,800 from $3,600 for the three month  period ended March 31, 1997
primarily  due to the  expensing  in a prior period of a royalty fee paid to the
inventor of the Company's licensed technology.

     Selling and marketing expense.  Selling and marketing expense for the three
month period ended March 31, 1998 increased by $160,000 to $220,000 from $60,000
for the three month period ended March 31, 1997.  The increase was primarily the
result of the Company increasing its marketing and advertising activity in order
to build brand name recognition of its Thermasorb(R) and ComforTemp(R)  products
and trademarks.

     General and administrative expense.  General and administrative expense for
the three month  period  ended March 31, 1998  increased by $230,000 to $401,000
from  $171,000 for the three month  period  ended March 31,  1997.  The increase
reflects the increase in personnel  and  personnel-related  expenses,  including
travel, and recruiting costs of new employees.  Additionally,  fees and expenses
paid to consultants have also increased over the comparable period for the prior
year.  These  increases  are in  connection  with the expansion of the Company's
operations and commercialization of its thermal management products.

     Net interest  income/expense.  The Company  earned net  interest  income of
$3,000 for the three  month  period  ended  March 31,  1998 as  compared  to net
interest expense of $5,000 for the three month period ended March 31, 1997. This
change is due to the  receipt of net  proceeds  from the  Private  Placement  in
December  1997 and the  exercise of the  Convertible  Preferred  Stock Option in
February 1998 and the interest earned on the proceeds thereof.

     Income tax provision.  The Company recorded no income tax provision for the
three month period  ended March 31, 1998 as compared to an income tax  provision
of $45,000 for the three month period ended March 31, 1997.  For the three month
period ended March 31, 1998, the Company recorded a valuation allowance equal to
the net  deferred tax asset  recorded in the period.  For the three month period
ended March 31, 1997,  the Company  recorded a provision of $45,000  which arose
from providing a valuation allowance against all deferred tax assets recorded as
of March 31, 1997. The net deferred tax asset as of both March 31, 1998 and 1997
arise  principally  from  a  net  operating  loss  carryforward.  The  valuation
allowances recorded are due to uncertainties relating to expected future taxable
income that would have to be generated to realize such assets.

<PAGE>

     Net loss.  As a result of the  foregoing,  the net loss for the three month
period ended March 31, 1998  increased to $530,000  from  $278,000 for the three
month period ended March 31, 1997.

     Liquidity and capital resources. At March 31, 1998, the Company had working
capital of  $2,133,000,  including  accounts  receivable  billed of $334,000 and
inventory of $290,000,  offset by accounts  payable of $209,000 and license fees
payable of $84,000.

     Cash used by operating activities was $800,000 and $107,000,  respectively,
for the three month period ended March 31, 1998 and 1997.  The principle  factor
contributing to the cash used in operating activities for the three month period
ended  March  31,  1998 and  1997  was the net  loss for each of the  respective
periods.  Cash  provided by financing  activities  was  $2,252,000  and $58,000,
receptively,  for the three month  period  ended  March 31,  1998 and 1997.  The
principle financing activity for the three month period ended March 31, 1998 was
the  receipt  of the  net  proceeds  of  $2,479,000  from  the  exercise  of the
Convertible  Referred Stock Option. The Company is relocating its North Carolina
operations  to a newly  renovated  facility  located  in  Winston  Salem,  North
Carolina  during the  second  half of fiscal  1998.  The cash  requirement  with
respect to that  relocation will be expended in the second and third quarters of
1998 and are not expected to exceed $500,000.

     Based on the Company's  current  operating plan, the Company  believes that
the proceeds  from the IPO,  together  with its existing  resources and revenues
from  continuing   operations,   will  be  sufficient  to  satisfy  its  capital
requirements for at least 24 months following the IPO. Such belief is based upon
certain current assumptions, and there can be no assurance that such assumptions
are correct.  Further,  depending on the Company's progress related to marketing
its product line, gaining market acceptance of its thermal management technology
and its other products and services in the business community,  and capitalizing
upon potential acquisition  opportunities,  the Company may determine that it is
advisable to raise additional capital sooner than anticipated.

     The Company has a $500,000  line of credit with a bank.  The line of credit
bears interest at 0.5% above the bank's prime rate and expires on June 30, 1998.
It is the Company's  intent to renew the line of credit in order to  accommodate
possible  future funding  requirements.  The full amount of the existing line is
currently available.


<PAGE>


     Forward-Looking Statements

     Certain  information  contained  in this  Quarterly  Report on Form 10-QSB,
including,  without  limitation,  information  appearing  under  Part I, Item 2,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," are  forward-looking  statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934).  Factors set forth in the Company's Prospectus filed April 1, 1998, or in
the Company's other Securities and Exchange Commission filings, could affect the
Company's  actual results and could cause the Company's actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company in this Quarterly Report on Form 10-QSB.


<PAGE>


                            PART II-OTHER INFORMATION

     Item 1. Legal Proceedings

     None.

     Item 2. Changes in Securities

     On April 1, 1998,  the Company  completed an initial  public  offering (the
"Offering") of 1,600,000 shares of its Common Stock,  $.001 par value per share.
The  Company's   Registration   Statement  on  Form  SB-2  (Registration  Number
333-45121) was declared  effective by the Securities and Exchange  Commission on
April 1, 1998.

     The managing underwriter for the Offering was Barington Capital Group, L.P.
(the "Underwriter").

     The aggregate  offering price of the 1,600,000  shares of Common Stock sold
in the Offering to the public was $11,200,000. The Company realized net proceeds
of  approximately  $9,100,000  after  deduction of  underwriting  discounts  and
commissions  in the amount of $1,428,000  and Offering  expenses  payable by the
Company in the amount of approximately $672,000.

     The Company received notice from the Underwriter, on or about May 15, 1998,
that the Underwriter intended to exercise its over-allotment  option to purchase
an  additional  240,000  shares  of Common  Stock at the  Offering  price.  Upon
consummation of the overallotment option, the Company will realize approximately
$1,400,000  in  net  proceeds  after   deducting   approximately   $280,000  for
underwriting discounts and commissions and other related expenses.

     Item 3. Defaults Upon Senior Securities

     None.

     Item 4. Submission of Matters to a Vote of Security Holders

     Pursuant to Unanimous Written Consent on March 3, 1998, the stockholders of
the Company approved:  (i) the adoption of an amended  stockholder  agreement by
and among the Company,  Jeffry D. Frisby, Gregory S. Frisby and MUSI Investments
S.A.  (the  "Amended  MUSI  Shareholder  Agreement");  (ii)  the  filing  of the
Company's amended and restated  certificate of incorporation  with the Secretary
of State of the State of Delaware  (the  "Amended  and Restated  Certificate  of
Incorporation");  (iii) the adoption of the Company's  By-Laws (the  "By-Laws");
and (iv) the adoption of the Company's 1998 stock option plan.

     Item 5. Other Information

     None.


<PAGE>


     Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

     3.1 Amended and Restated Certificate of Incorporation

     *3.2 By-Laws

     *4.1 Form of Common Stock Certificate

     *4.2 Form of Representative's Option

     10.1 Amended MUSI Stockholder Agreement

     *10.2 Stock Option Plan

     *10.3 Amended Employment Agreement dated as of December 8, 1997 between the
Company and Gregory S. Frisby

     *10.4  Employment  Agreement dated December 6, 1997 between the Company and
Douglas J. McCrosson

     *10.5  Shareholder  Agreement  dated December 10, 1997 between the Company,
Gregory S. Frisby and Jeffrey D. Frisby

     *10.6 Line of Credit Agreement with European American Bank

     *10.7.1  License  Agreement  dated  May 1, 1995  between  the  Company  and
Triangle Research and Development Corp. ("TRDC")

     *10.7.2 Assignment of License Agreement effective January 3, 1997 from TRDC
to Delta Thermal Systems, Inc.

     *10.8 License  Agreement  effective January 1, 1998 between the Company and
Outlast Technologies, Inc.

     *10.9  License  Agreement  dated March 31, 1997 between the Company and Fly
Technologies, Inc.

     *10.10  License  Agreement  dated  January 23, 1997 between the Company and
Wells Lamont Division, Marmon Holdings, Inc.

<PAGE>

     *10.11  License  Agreement  dated  February 1, 1997 between the Company and
Cove Shoe Company, Inc.

     *10.12.1  License  Agreement  dated May 22,  1996  between  the Company and
Thermo  Solutions,   Inc.  (f/k/a  Temptop  Container  Systems,  Inc.)  ("Thermo
Solutions")

     *10.12.3  Memorandum  of  Understanding  dated January 22, 1998 between the
Company and Thermo Solutions

     *10.13  License  Agreement  dated February 10, 1997 between the Company and
Genfoot, Inc. and Genfoot America, Inc.

     *10.14  Contract  No.  00178-96-C-3014  between  the Company and the United
States of America (Naval Surface Warfare Division)

     *10.15  Contract  No.  F08637-97-C-6017  between the Company and the United
States of America (325th Contracting Squadron/LGCX)

     *10.16 Arrangement dated January 21, 1998 between the Company and Minnesota
Mining & Manufacturing, Inc.

     *10.17  Memorandum  of  Understanding  dated  October 23, 1997  between the
Company and Lendell Manufacturing, Inc.

     *10.18 Memorandum of Understanding dated April 14, 1997 between the Company
and Bell Sports Corp.

     *10.19  Memorandum of Understanding  dated July 9, 1997 between the Company
and CamelBak/FasTrak Systems, Inc.

     *10.20  Memorandum  of  Understanding  dated  December 11, 1997 between the
Company and Foamex International, Inc.

     *10.21  Memorandum  of  Understanding  dated  January 15, 1998  between the
Company and LaCrosse Footwear, Inc.

     *10.22 Lease dated March 2, 1998 between Piedmont  Institute for Research &
Technology II,LLC, as landlord, and the Company, as tenant

     *10.23 Lease dated June 1, 1993 between Frisby Aerospace, Inc. as landlord,
and the Company, as tenant

     *10.24 Lease dated September 1, 1994 between Charles Winburn,  as landlord,
and the Company, as tenant

     11.1 Statement Re: Computation of Per Share Earnings

     27.1 Financial Data Schedule

     (b) Reports on Form 8-K

     None.

     ---------------------------- 

     * Incorporated by reference from the Registrant's Registration Statement on
Form SB-2,  Registration  No.  333-45121  filed with the Securities and Exchange
Commission on March 30, 1998.


<PAGE>


                                   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.

     Dated: May 15, 1998

                                         FRISBY TECHNOLOGIES, INC.



                                      By:/s/Gregory S. Frisby
                                         -------------------------------------
                                         Gregory S. Frisby
                                         President and Chief Executive Officer



                                      By:/s/Stephen P. Villa
                                         -------------------------------------
                                        Stephen P. Villa
                                        Chief Financial Officer