United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                 Amendment No. 1

X Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
-

                   For the fiscal year ended December 31, 2000

 [ ] Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
     of 1934 for the Transition Period from _____________ to _______________

                           Commission File No. 1-14005

                            FRISBY TECHNOLOGIES, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

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


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

                    Issuer's telephone number: (336) 784-7754

         Securities registered under Section 12(b) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of Class)

         Securities registered under Section 12(g) of the Exchange Act:

                                      None
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

                                EXPLANATORY NOTE
                                ----------------

Frisby  Technologies,  Inc. (the "Company")  hereby amends the Company's  Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed with the
Securities and Exchange Commission (the "SEC") on March 30, 2001 for the purpose
of adding Items 9, 10, 11 and 12 of Part III of the report.




<PAGE>

Part III.
---------

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
with Section 16(a) of the Exchange Act.
---------------------------------------

Directors, Executive Officers, Promoters and Control Persons.
-------------------------------------------------------------

     The  directors  and  executive  officers  of the  Company,  their  ages and
professional backgrounds, are as follows:

     Name                Age                         Position
--------------------     ---               -------------------------------------

Gregory S. Frisby         41               Chairman of the Board of Directors;
                                           Chief Executive Officer

Duncan R. Russell         51               Director;
                                           President and Chief Operating Officer

Jeffry D. Frisby          45               Director

Pietro A. Motta           63               Director

Domenico DeSole           57               Director

Robert C. Grayson         56               Director

Douglas J. McCrosson      38               Vice President Business Development;
                                           Secretary

John L. Ruggiero          51               Chief Financial Officer;
                                           Treasurer

     Gregory S. Frisby has been the Chairman of the Board of Directors and Chief
Executive Officer of the Company since its inception in 1989. From 1991 to 1997,
Mr. Frisby was also the Chief Executive Officer of Frisby Aerospace, a developer
of hydraulic sub-systems for the aerospace industry.  Mr. Frisby has also served
on various  boards,  advisory  panels and task  forces on  technology,  capital,
growth and  privatization  issues at the  regional,  state and  federal  levels.
Frisby  has  received  numerous  business  and  industry  honors  including  the
Entrepreneur  of the Year Award in New York and North  Carolina and has recently
been named as one of Sports  Trend  magazines'  'ST25',  a list of the  sporting
goods industry leaders likely to have a significant  impact in 2001. He received
his  Bachelor  of Science  degree in  Business  Administration  from Wake Forest
University in 1981. Gregory S. Frisby and Jeffry D. Frisby are brothers.

     Duncan R. Russell  became the President and Chief  Operating  Officer and a
member of the  Company's  Board of Directors in June 2000.  He had served as the
Vice  President of Sales and Marketing of the Company from April 1999 until June
2000 and as the Director of Global  Brand  Strategy  since  December  1998.  Mr.
Russell,  who was  employed by 3M Company  from 1973 to 1998,  most  recently as
Marketing  Operations  and  International  Manager  of the  Insulation  Products
division,  helped lead a doubling of 3M's Thinsulate(TM) brand sales since 1991.
He is also the  holder of two U.S.  and  international  patents  for  insulating
products. He received his Bachelor of Science degree in Business  Administration
from Northeastern University in 1972 and MBA from Hofstra University in 1980.

     Jeffry D. Frisby has served as a director of the Company  since 1997.  From
1986 to the  present,  Jeffry  D.  Frisby  has  been  the  president  of  Frisby
Aerospace,  a Triumph  Group  Company  engaged  in the  business  of  developing
hydraulic sub-systems for the aerospace industry.  Mr. Frisby also serves on the
Board of Visitors of the  Calloway  School of Business and  Accountancy  at Wake
Forest University,  and is a past member of the Industrial Advisory Board of the
American  Society of Mechanical  Engineers.  He received his Bachelor of Science
degree in Business Administration from Wake Forest University in 1977. Jeffry D.
Frisby and Gregory S. Frisby are brothers.

     Pietro A. Motta has served as a director of the Company  since 1998.  Since
1984,  he has provided  independent  legal and financial  advisory  services for
corporate  transactions to private financial,  industrial and real estate groups
in his  capacity  as advisor of Pizelli,  Falck & Biscom  (Italy) and Bovis Lend
Lease (U.K.). He recently retired as a director of SMEF, the  investment-banking
unit of Compagnie Monegasque de Banque, and as an international  advisor to HSBC
Investment  Banking  of Hong  Kong &  Shanghai  Bank.  Mr.  Motta  received  his
Bachelors  degree from  Collegio San Carlo & Liceo Manzoni in 1956 and his Juris
Doctor degree from Universita degli Studi di Milano in 1960.

     Domenico  DeSole has served as a director of the Company since 1998.  Since
1995, he has been the president and chief  executive  officer of Gucci Group NV.
Mr.  DeSole held the position of chief  operating  officer of Gucci from 1994 to
1995 and was  president  and  chief  executive  officer  of Gucci  America,  the
company's largest retail  subsidiary,  from 1984 to 1994. Mr. DeSole also serves
on the board of directors of Bausch & Lomb. Mr. DeSole received an undergraduate
degree from the  University  of Rome in 1966 and a law degree  from  Harvard Law
School in 1972.

     Robert C. Grayson has served as a director of the Company since 1998. Since
1993,  Mr.  Grayson has been the president of Robert C. Grayson and  Associates,
Inc.,  a  Connecticut-based  management-consulting  firm,  and  is  also  a vice
chairman of  BerglassGrayson,  LLC, a New York-based  executive search firm. Mr.
Grayson also served as a vice-chairman  of Tommy Hilfiger  Corporation from 1992
to 1996 and held several senior executive positions with The Limited,  Inc. from
1970 to 1992.  Mr.  Grayson  currently  serves on the boards of directors of Ann
Taylor,  Inc.  and  Kenneth  Cole  Productions,  Inc.  Mr.  Grayson  received an
undergraduate degree in Economics from Indiana University in 1967.

     Douglas J. McCrosson has been the Vice President - Business Development and
Secretary of the Company since 1997. Mr.  McCrosson became the Vice President of
Technical  Operations  of the Company in 1997 and,  from 1996 through  1997,  he
served  as the  Group  Director  responsible  for all of the  Company's  thermal
product  development  programs.  He serves on the board of managers of Schoeller
Frisby  Technologies GmbH, a joint venture controlled by the Company,  and he is
on the board of directors of LIFT and ADDAPT, two  not-for-profit  organizations
engaged in providing  technology-based  companies with  engineering and business
development  services.  Mr. McCrosson received his Bachelor of Science degree in
Mechanical  Engineering from the State University of New York at Buffalo in 1984
and his Masters of Science degree in Management from  Polytechnic  University in
1990.

     John L. Ruggiero has been the Chief Financial  Officer and Treasurer of the
Company since November 2000 and also serves as the Treasurer of Schoeller Frisby
Technologies  GmbH. He  previously  served as a senior  financial  executive for
publicly  traded and  private  companies  in the direct  marketing,  publishing,
distribution and manufacturing  industries.  From 1998 to 2000, Mr. Ruggiero was
the vice president and chief financial officer for g. Neil Companies,  a catalog
marketer of human resource-related tools and materials. From 1996 until 1998, he
was chief financial and administrative officer of McKenzie Sports Products Inc.,
a leading  manufacturer  and marketer of foam  products  for the sporting  goods
industry.  He also was employed for 17 years at Grolier Inc., a global publisher
and direct  marketer of children's  books,  reference  materials and interactive
products,  most recently as the vice president of finance and  administration of
its  direct  marketing  group.  He  received  his  bachelor's  degree  in Public
Accounting from Hofstra University in 1972.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     Under federal securities laws, directors, officers and beneficial owners of
more than 10% of the Company's  outstanding  Common Stock are required to report
their beneficial  ownership of Common Stock and any changes in that ownership to
the SEC. Specific dates for such reporting have been established and the Company
is required to report any failure to file by the  established  dates  during the
last fiscal year. During the last fiscal year, to the Company's knowledge, based
solely on its  review of the copies of such forms  received  by it, the  Company
believes that during the Fiscal Year ended  December 31, 2000, all Section 16(a)
filing requirements  applicable to its officers,  directors and greater than ten
percent  beneficial owners were complied with,  except the following  directors,
officers and principal stockholders failed to report the following transactions:
(1) MUSI Investments,  S.A. ("MUSI"), a principal stockholder,  and Luca Bassani
Antivari,  also a principal  stockholder  of the Company and  majority  owner of
MUSI,  failed to report MUSI's  acquisition  of 550,000  shares of the Company's
Common  Stock and  550,000  warrants  for  shares  of Common  Stock in a private
placement  completed  in May 2000 and the  subsequent  acquisition  of  137,5000
shares of Common Stock and warrants for 137,5000  shares in December 2000 due to
an adjustment in the terms of the May 2000 private placement; (2) Duncan Russell
failed to file an  initial  ownership  report  following  his  appointment  as a
director and President and Chief  Operating  Officer in June 2000;  and (3) John
Ruggiero failed to file an initial ownership report following his appointment as
Chief Financial Officer and Treasurer in November 2000.


Item 10.  Executive Compensation.
---------------------------------

     The table below sets forth information concerning compensation for services
in all  capacities  awarded to, earned by or paid to each of the Company's  most
highly  compensated  executive  officers of the  Company  whose  aggregate  cash
compensation exceeded $100,000 (collectively, the "Named Executives") during the
three (3) fiscal years ended December 31, 2000, 1999 and 1998:

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                                          Long-Term
                                                                         Compensation            All Other
                                       Annual Compensation                  Awards         Compensation($)(1)
                                       -------------------                  ------         ------------------

                                                  Other Annual        Shares Underlying
Name and Principal Position   Year   Salary($)   Compensation($)          Options(#)
---------------------------   ----   ---------   ---------------          ----------

<S>                           <C>    <C>           <C>                      <C>               <C>
Gregory S. Frisby             2000   $210,000          --                   54,000            $  5,122
   Chief Executive Officer;   1999    220,000          --                     --                 4,800
   Chairman of the Board      1998    200,000          --                     --                 4,400

Duncan R. Russell             2000   $126,200          --                  276,000                 --
   President;                 1999    115,000      $ 46,900(2)               6,000                 --
   Chief Operating Officer    1998      9,500(3)       --                   20,000                 --

Douglas J. McCrosson          2000   $ 96,200          --                   16,000            $  2,907
   Vice President-Market      1999     96,200          --                   15,000               3,030
   Development; Secretary     1998     88,400          --                   40,000               2,800


John L. Ruggiero              2000   $ 17,500(3)       --                   60,000                --
   Chief Financial Officer;   1999       --            --                     --                  --
   Treasurer                  1998       --            --                     --                  --


<FN>
(1)  Represents Company contributions under the Company's 401(k) plan.

(2)  Amount  represents  a signing  bonus,  an  allowance  to cover  moving  and
     relocation related expenses and tax expenses related to same.

(3)  Amounts represent salary for a partial year.
</FN>
</TABLE>

<PAGE>

     The  following  table  sets  forth  information  regarding  grants of stock
options to the Named Executives during fiscal year 2000.

                        Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                              Number of           % of
                             Securities       Total Options
                             Underlying        Granted to          Exercise
                               Options        Employees in         Price Per      Expiration Date
           Name             Granted(#)(1)      Fiscal Year        Share($/Sh)
                          -------------------------------------------------------------------------

<S>                             <C>              <C>                <C>             <C>
 Gregory S. Frisby              44,000            8.2%              $4.75           01/06/2010
                                10,000            1.9%              $4.50           06/29/2010

 Duncan R. Russell              16,000            3.0%              $4.75           01/06/2010
                                10,000            1.9%              $4.50           06/29/2010
                               250,000           46.7%              $4.94           05/25/2010

 Douglas J. McCrosson           16,000            3.0%              $4.75           01/06/2010

 John L. Ruggiero               60,000           11.2%              $3.875          11/10/2010

<FN>
(1)  These options have a term of 10 years,  are intended to be incentive  stock
     options  and have an exercise  price equal to the fair market  value of the
     Company's Common Stock on the date of grant.  Options generally vest over a
     period of three to four years.

</FN>
</TABLE>


<PAGE>

The following table sets forth information  concerning  options for Common Stock
exercised by each of the Named Executives during fiscal year 2000, and the value
of options held by each at the end of 2000.

   Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

<TABLE>
<CAPTION>
                                                              Number of
                                                         Securities Underlying      Value of Unexercised
                                                          Unexercised Options       In-the-Money Options
                                                         at Fiscal Year-End(#)    at Fiscal Year-End($)(2)
                                                         ---------------------    ------------------------
                         Shares
                      Acquired on         Value
      Name           Exercise(#)(1)   Realized($)(1)  Exercisable  Unexercisable  Exercisable  Unexercisable
      ----           --------------   --------------  -----------  -------------  -----------  -------------

<S>                       <C>               <C>         <C>            <C>            <C>          <C>
Gregory S. Frisby         --                --          11,000         43,000         $ 0          $ 0

Duncan R. Russell         --                --          14,500        287,500         $ 0          $ 0

Douglas J. McCrosson      --                --          51,500         19,500         $ 0          $ 0

John L. Ruggiero          --                --          15,000         45,000         $ 0          $ 0


<FN>
(1)  None of the Named Executives exercised options during the last fiscal year.

(2)  Calculated by determining  the difference  between the option price and the
     market value of the Common Stock at fiscal year-end.
</FN>
</TABLE>


Employment Agreements.
---------------------

     Effective January 1, 1998, the Company entered into an employment agreement
with Gregory S. Frisby (the "Frisby  Employment  Agreement"),  pursuant to which
the Company will employ Gregory S. Frisby until December 31, 2002, unless sooner
terminated  for  death,  physical  or mental  incapacity  or cause.  The  Frisby
Employment  Agreement,  as amended in May 2000,  provides  for a base  salary of
$200,000 per year for the remainder of the agreement,  a bonus equal to two (2%)
percent of the Company's  pre-tax  profits (if any), an automobile  allowance of
$400 per month  (which Mr.  Frisby  voluntarily  declined as of August 2000) and
five (5) weeks paid vacation each year.

     If the  Frisby  Employment  Agreement  is  terminated  early  for  death or
physical or mental  incapacity  by the Company,  the Company will pay Gregory S.
Frisby or his estate any accrued but unpaid salary, bonus, vacation pay, expense
reimbursements  and  benefits  due to him as a former  employee  of the  Company
pursuant  to any of the  Company's  benefit  plans,  and he or his estate  shall
continue to receive his then  current  salary for a period of three months (or a
shorter  period ending when  disability  insurance  payments under the Company's
disability insurance policy are at least 60% of his then current salary).

     If following 30 days notice,  the Company  terminates Gregory S. Frisby for
cause,  he shall be  entitled  only to accrued  but unpaid  salary and  benefits
(excluding any declared but unpaid  bonus).  "Cause" is defined under the Frisby
Employment  Agreement to include:  (1) any act of fraud or  embezzlement  by Mr.
Frisby in respect of the  Company or its funds,  properties  or assets;  (2) his
conviction  of a felony under the laws of the United States or any state thereof
unless such acts were committed with the knowledge and approval of the Company's
independent  members of the Board of  Directors  and counsel in the  reasonable,
good faith belief that such  actions  were in the best  interests of the Company
and its  stockholders  and would  not  violate  criminal  law;  (3) his  willful
misconduct or gross  negligence in connection with the performance of his duties
that has caused or is highly  likely to cause a material  adverse  effect to the
Company's  business  or  its  results  of  operations;  or (4)  his  intentional
dishonesty in the performance of his duties which has a material  adverse effect
on the Company.

     The Company may terminate  the Frisby  Employment  Agreement  without cause
following  30 days notice.  Additionally,  Gregory S. Frisby may  terminate  the
Frisby  Employment  Agreement if the Company has materially  breached the Frisby
Employment  Agreement  and such  breach  continues  for 30 days after  notice by
Gregory S. Frisby or five days after  notice of any  subsequent  breach.  If the
Frisby Employment Agreement is terminated pursuant to this paragraph, Gregory S.
Frisby will be entitled to any  reimbursements  due to him,  any benefits due to
him as a former  employee of the Company and receipt of his then current  salary
through December 31, 2002.

     If the  Company  does not  elect to renew or  extend  Gregory  S.  Frisby's
employment arrangement after December 31, 2002, Mr. Frisby will be entitled to a
severance  payment equal to one year of his then current  salary.  However,  the
Company will not be liable for any payments  under this paragraph if the Company
offers to extend the Frisby Employment  Agreement for a period of at least three
years on terms at least as favorable to Gregory S. Frisby as those in the Frisby
Employment Agreement but no agreement is reached.

     Additionally,  pursuant  to the  Frisby  Employment  Agreement,  Gregory S.
Frisby has agreed (1) both during his employment and for a period of three years
after his employment not to disclose or misappropriate  confidential information
of the  Company;  (2) to  disclose  and upon  request  convey to the Company any
intellectual  property originated by him during his employment by the Company or
one year thereafter,  or with the Company's time,  material or funds and (3) not
to compete  (as  defined in the  agreement)  with the Company for a period of 12
months from the termination or expiration of the Frisby Employment  Agreement or
such shorter time as may be determined by the Board of Directors,  provided that
the Company  shall pay to him monthly  during such period an amount equal to the
aggregate of his base salary (as in effect as of the  termination  or expiration
of the Frisby Employment  Agreement),  benefits and bonus unless he has received
certain severance payments otherwise due him.

     Effective January 1, 1998, the Company entered into an employment agreement
with Douglas J. McCrosson (the "McCrosson  Employment  Agreement"),  pursuant to
which the Company agreed to employ Mr. McCrosson until December 31, 2000, unless
sooner  terminated  for  death,  physical  or mental  incapacity  or cause.  The
McCrosson  Employment  Agreement  terminated  on December 31, 2000 in accordance
with its terms. Under the McCrosson Employment Agreement,  the Company agreed to
pay Mr.  McCrosson  a base  salary of  $88,400  for 1998,  $96,200  for 1999 and
$105,300  for the year 2000  (which the  parties  agreed  would be  adjusted  to
$96,200 for 2000),  an  automobile  allowance  of $400 per month and three weeks
paid vacation each year, as well as certain  additional  payments  under certain
circumstances.   The  McCrosson   Employment  Agreement  also  contained  (1)  a
non-competition  provision  precluding  Mr.  McCrosson  from  competing with the
Company  for a  period  of three  years  from  the  date of  termination  of his
employment;  (2) a  non-disclosure  and  confidentiality  provision;  and  (3) a
non-interference   provision   prohibiting   interference   with  the  Company's
relationship with its strategic partners, customers or employees.

Compensation of Directors.
-------------------------

     Directors of the Company  currently  receive no cash fees or retainers  for
service on the Board of Directors.  Each nonemployee director receives an annual
option grant for 7,500 shares of Common Stock.  The options have an option price
equal to the fair market value of the Common Stock at the time of grant, have an
option term of five to ten years and vest fully on the first anniversary date of
the  grant.  Members  of the  Board who are  employees  of the  Company  are not
eligible  for the  annual  option  grants.  Directors  also are  reimbursed  for
reasonable  expenses  incurred in connection  with attendance at meetings of the
Board and Board committees.


<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management.
--------------------------------------------------------------

     The table below sets forth certain  information  regarding  the  beneficial
ownership of the Company's  Common Stock as of April 27, 2001 by (1) each of the
Company's directors; (2) each of the Company's Named Executives; (3) each person
known  to  the  Company  to own  beneficially  more  than  five  percent  of the
outstanding shares of Common Stock; and (4) all Executive Officers and Directors
of the Company as a group.

<TABLE>
<CAPTION>

Directors, Named Executives                      Amount and Nature of                       Percentage of
and 5% Stockholders                            Beneficial Ownership (1)                 Beneficial Ownership
-------------------                            ------------------------                 --------------------

<S>                                                  <C>                                        <C>
Gregory S. Frisby                                    2,899,286 (2)                              39.6%

Jeffry D. Frisby                                     1,426,643 (3)                              19.5%

Duncan R. Russell                                      169,143 (4)                               2.3%

Pietro A. Motta                                         22,500 (5)                                *

Domenico DeSole                                         22,500 (6)                                *

Robert C. Grayson                                      142,500 (7)                               1.9%

Luca Bassani Antivari                                2,430,827 (8)                              33.2%

MUSI Investments, S.A.                               2,403,827 (8)                              32.8%

Jean Moore                                             594,500 (9)                               8.1%

Douglas J. McCrosson                                    64,050 (10)                               *

John L. Ruggiero                                        15,625 (11)                               *

All executive officers and directors
as a group (8 persons)                               3,335,604                                  45.5%


* Indicates less than one (1%) percent beneficial ownership.


<FN>
(1)  Beneficial  ownership is determined in accordance with the rules of the SEC
     and is  based  upon  filings  made by such  persons  with  the SEC and upon
     information  provided to the  Company.  In  computing  the number of shares
     beneficially owned by a person and the percentage ownership of that person,
     shares of Common Stock  subject to options or warrants  held by that person
     that are currently  exercisable or exercisable  within 60 days of April 27,
     2001  are  deemed  outstanding.  These  shares,  however,  are  not  deemed
     outstanding  for the purposes of computing the percentage  ownership of any
     other  person.  Except as indicated  in the  footnotes to this table and as
     provided pursuant to applicable  community  property laws, the stockholders
     named in the table have sole voting and  investment  power with  respect to
     the shares set forth opposite each stockholder's name.

(2)  Includes  1,426,643 shares of the Company's Common Stock owned of record by
     Jeffry D. Frisby with  respect to which  Gregory S. Frisby has been granted
     voting rights but no dispositive power pursuant to a Stockholders Agreement
     between Gregory S. Frisby and Jeffry D. Frisby. Also includes, with respect
     to Gregory Frisby, 33,000 shares of Common Stock issuable upon the exercise
     of stock  options and  1,439,643  shares of Common Stock owned of record by
     Mr.  Gregory  S.  Frisby.  Gregory  Frisby's  address is 3195  Centre  Park
     Boulevard, Winston-Salem, North Carolina 27107.

(3)  Mr. Jeffry Frisby's address is 4520 Hampton Rd.,  Clemmons,  North Carolina
     27012. See also footnote 2, above.

(4)  Includes  38,143  shares of Common  Stock  owned of record by Mr.  Russell,
     93,500  shares of Common Stock  issuable upon the exercise of stock options
     and 37,500  shares of Common Stock  issuable upon the exercise of warrants.
     Mr. Russell's address is 3195 Centre Park Bouelvard,  Winston-Salem,  North
     Carolina 27107.

(5)  Includes  22,500 shares of Common Stock issuable upon the exercise of stock
     options. Mr. Motta's address is Via Donizetti 20, Milano, Italy 20121.

(6)  Includes  22,500 shares of Common Stock issuable upon the exercise of stock
     options. Mr. DeSole's address is Gucci Group NV, 4 Grafton Street,  London,
     UK W1X-3LB.

(7)  Includes  110,000  shares of Common  Stock  issuable  upon the  exercise of
     warrants. The warrants are exercisable by GGC, Inc., a corporation of which
     Mr.  Grayson is the president  and 90%  stockholder.  Also includes  10,000
     shares of Common Stock owned of record by Mr.  Grayson and 22,500 shares of
     Common  Stock  issuable  upon the  exercise  of stock  options  held by Mr.
     Grayson.   Mr.  Grayson's  address  is  One  Lafayette  Place,   Greenwich,
     Connecticut 06830.

(8)  With respect to Luca Bassani Antivari,  amount includes 27,000 shares owned
     indirectly  through an  affiliated  entity,  and, with respect to both Luca
     Bassani  Antivari and MUSI  Investments,  S.A.  ("MUSI"),  amount  includes
     2,403,827  shares of Common Stock and warrants to purchase shares of Common
     Stock.  Such shares and  warrants are owned  directly by MUSI,  which is an
     investment  company in which Luca Bassani Antivari has a majority interest.
     The address of Luca Bassani  Antivari and MUSI is 231 Val des Bons Malades,
     L-2121 Luxembourg-Kirchberg.

(9)  Includes  amounts held directly and  indirectly by Ms. Moore.  Ms.  Moore's
     address is 555 13th Street, NW, Washington, DC 20004.

(10) Includes  800 shares of Common Stock owned of record by Mr.  McCrosson  and
     63,250 shares of Common Stock  issuable upon the exercise of stock options.
     Mr. McCrosson's address is 3195 Centre Park Boulevard, Winston-Salem, North
     Carolina 27107.

(11) Includes  15,625 shares of Common Stock issuable upon the exercise of stock
     options.   Mr.   Ruggiero's   address  is  3195  Centre   Park   Boulevard,
     Winston-Salem, North Carolina 27107.

</FN>
</TABLE>


Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

     On December 10, 1997, Gregory S. Frisby and Jeffry D. Frisby entered into a
Stockholder Agreement (the "JF/GF Agreement") pursuant to which Jeffry D. Frisby
agreed  to vote  all of his  shares  in  accordance  with  Gregory  S.  Frisby's
direction.  The JF/GF Agreement prohibits the transfer of shares by either party
except in  accordance  with its terms that  include a right of first  refusal to
purchase  one  another's  stock on the same terms as any  potential  third-party
purchaser.  Pursuant  to the  terms of the  JF/GF  Agreement,  upon the death of
Gregory S. Frisby,  Jeffry D. Frisby will have voting control of all shares then
owned by Gregory S.  Frisby  and upon the death of either  Gregory S.  Frisby or
Jeffry D.  Frisby,  the Company  may, at its  election,  purchase  the shares of
Common Stock then owned by such  stockholder  for a per share price equal to the
fair market value of the Common Stock as then  determined by the Company's Board
of Directors.

     In  December  1997,   pursuant  to  a  Purchase  Agreement  (the  "Purchase
Agreement") the Company issued to MUSI Investments,  S.A. ("MUSI"),  a principal
stockholder  of the Company and an affiliate of Luca  Bassani  Antivari,  also a
principal  stockholder of the Company,  441,327  shares of the Company's  Common
Stock and an option to  participate  in a  private  placement  of the  Company's
capital stock for an aggregate purchase price of $2,500,000.  MUSI exercised the
private  placement  option  on  February  27,  1998 for  587,500  shares  of the
Company's  Convertible  Preferred  Stock at an exercise price of $2,500,000.  On
April 6, 1999,  MUSI  exercised its rights to convert the 587,500  shares of the
Company's  Convertible  Preferred Stock on a share-for-share  basis and received
587,500  shares of the Company's  Common Stock.  The Company paid $300,000 to an
entity  designated by MUSI in respect of related  transaction  costs incurred by
MUSI. The Company has agreed to indemnify MUSI from all losses,  costs, damages,
liabilities and expenses resulting from any  misrepresentation  or breach of any
representation, warranty, covenant or undertaking made or to be performed by the
Company in  accordance  with the terms of the  Purchase  Agreement  between  the
Company and MUSI.

     In connection with MUSI's purchase of the Common Stock,  MUSI, the Company,
Gregory S. Frisby and Jeffry D. Frisby entered into a Stockholders  Agreement in
December  1997 (the  "Other  Stockholders  Agreement").  The Other  Stockholders
Agreement provides for restrictions on the transfers of shares,  rights of first
refusal,  the  designation  by MUSI  of one  nominee  for  director  (the  "MUSI
Designee")  and the  designation  by management  of the remaining  nominees (the
"Frisby  Designees.  Pursuant to the Other  Stockholders  Agreement,  Gregory S.
Frisby and Jeffry D.  Frisby  agree to use their best  efforts to cause the MUSI
Designee to be elected as a director of the Company.

     Additionally,  the Other Stockholders  Agreement provides that MUSI, at any
time beginning  eighteen  months after the  completion of the Company's  initial
public offering,  may require the Company to register, on two occasions,  at the
Company's  expense,  all or an amount equal to or  exceeding  $500,000 of MUSI's
Common  Stock in a public  offering  pursuant to the  Securities  Act. The Other
Stockholders  Agreement  grants to MUSI,  Gregory S. Frisby and Jeffry D. Frisby
the right to have their  shares of Common Stock  registered  with the SEC in any
registration  by the Company of its Common Stock,  other than the initial public
offering,  subject to the right of the managing underwriter to restrict or limit
the  registration  of such shares if the number of such shares  requested  to be
sold would have an adverse effect on the initial public  offering.  The expenses
incurred  in  connection  with  such  a  "piggyback"  registration,  other  than
underwriter's  discounts and commissions,  are to be paid by the Company. In the
event  MUSI,  Gregory  S.  Frisby or Jeffry D.  Frisby  own less than 25% of the
number  of the  Company's  Common  Stock  owned by them on the date of the Other
Stockholders  Agreement,  their  rights under the Other  Stockholders  Agreement
shall terminate.

     In May 2000, the Company entered into a $4,000,000 private placement equity
transaction  with an investor  group,  which  included  MUSI.  This  transaction
involved the issuance of units (each,  a "Unit")  consisting of one share of the
Company's Common Stock and one five-year  warrant to buy a share of Common Stock
at an exercise price of $7.00 per share. The purchase price of this offering was
$5.00 per Unit. MUSI purchased  550,000 Units at an aggregate  purchase price of
$2,750,000.  Additionally, in connection with the private placement, other minor
amendments were made to the existing Other Stockholders Agreement.

     In February 2000, the Company entered into a $2,000,000 line of credit with
Bank of America N.A. for working capital purposes. The original maturity date of
the line of credit was  extended  from July 31, 2000 to  September  30, 2000 and
subsequently to December 31, 2000. Gregory S. Frisby,  Chairman of the Board and
Chief Executive Officer of the Company,  and Jeffry D. Frisby, a Director of the
Company, have personally guaranteed repayment in full of the line of credit. The
line is secured by  substantially  all of the  Company's  assets and  originally
accrued  interest  at the bank's  prime rate plus 200 basis  points.  The credit
agreement requires the Company to meet a minimum tangible net worth covenant. In
January 2001, the Company negotiated a further extension of the maturity date of
the line of credit until June 30, 2001,  subject to a revised borrowing limit of
$1,500,0000  and a reduction  in the  applicable  rate of interest to the bank's
prime rate plus 25 basis points.  The guarantees of Gregory S. Frisby and Jeffry
D. Fribsy remain in effect under the same terms.

     In connection with the extension of the maturity date of the line of credit
until June 30,  2001,  MUSI  Investments  S.A.  ("MUSI")  issued an  irrevocable
stand-by letter of credit in the principal  amount of $1,500,000  naming Bank of
America N.A. as the beneficiary. In the event that the letter of credit is drawn
down, in whole or in part,  MUSI has the right to convert the  principal  amount
advanced by MUSI under the letter of credit, plus accrued unpaid interest, under
the terms of the Unit Purchase  Agreement  between  MUSI,  the Company and other
investors party thereto. In addition,  on March 27, 2001, the Company received a
letter of intent  from MUSI in which  MUSI  proposed  to take over the  existing
$1,500,000  line of  credit  issued  by Bank  of  America  N.A.,  on  terms  and
conditions  substantially  similar to those under the  existing  line of credit,
with the following exceptions:  (i) the new loan will be a term loan rather than
a revolving  line of credit;  (ii) the loan will bear interest at the prime rate
plus 75 basis  points  and (iii) at any time on or prior to the  maturity  date,
MUSI would have the right to convert the outstanding  principal  balance and any
accrued  and unpaid  interest  due under the loan,  or a portion  thereof,  into
either (a) shares of Common Stock of the Company (with a conversion price of the
higher  of $1.12  or 85% of the  10-day  average  closing  trading  price of the
Company's  Common Stock on the NASDAQ  Stock  Market on the date of  conversion)
provided  that the new loan may not convert into more than  1,417,959  shares of
Common Stock of the Company in the aggregate or (b) units priced at $4.00,  each
of which shall consist of one share of Common Stock of the Company and a warrant
to purchase one share of Common Stock of the Company at a warrant exercise price
of $6.00.  MUSI would agree to extend  financing under the loan until January 2,
2002. The loan proposed by MUSI would be secured by a pledge of 1,419,643 shares
of the Common Stock of the Company  owned by its  Chairman  and Chief  Executive
Officer,  Gregory S. Frisby and a limited guaranty by Gregory S. Frisby of up to
$500,000 of the loan.

     As noted  above,  in October  1999,  the Board of  Directors of the Company
authorized  the  Company  to  issue  in one or  more  private  placements  up to
$7,500,000  in units  comprised  of one share of Common Stock and one warrant to
purchase  one share of Common  Stock.  In May 2000,  the Company  completed  the
initial phase of the private placement totaling $4,000,000 in equity, consisting
of 800,000  shares of Common  Stock at a  purchase  price of $5.00 per share and
800,000  attached  warrants to purchase  Common Stock with an exercise  price of
$7.00 per share.  The warrants  have a five-year  term.  In December  2000,  the
Company completed a second phase of the private  placement  totaling $700,000 in
equity,  which  consisted of the issuance of 175,000 shares of Common Stock at a
$4.00 per share  price  and  corresponding  warrants  for  175,000  shares at an
exercise price of $6.00.  Concurrent with the December 2000 phase of the private
placement,  the Company issued an additional  200,000 shares of Common Stock and
corresponding warrants for 200,000 shares to reflect an adjustment from $5.00 to
$4.00 to the per unit price and an adjustment from $7.00 to $6.00 to the warrant
exercise price associated with the May 2000 phase of the private  placement.  In
addition,  the  Company  closed  in April  2001  another  phase  of the  private
placement  totaling  $700,000  in equity,  which  consisted  of the  issuance of
175,000  shares of Common  Stock at a $4.00  per share  price and  corresponding
warrants for 175,000 shares at an exercise price of $6.00.

<PAGE>

                                    SIGNATURE

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          Frisby Technologies, Inc.


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

Dated:  April 30, 2001