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

~~March~~May 259, 2003 (Date of earliest event reported) Commission file number: 1-14005

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

(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~~155 ~~Centre~~Commerce ~~Park Boulevard~~Drive ~~Winston-Salem~~Suite 100 Advance, North Carolina ~~27107~~27006 (Address of principal executive offices) (Zip code)

(336) ~~784~~998-~~7754~~6652 (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 ~~March 25,~~and ~~2003,~~effective ~~the~~as ~~Company filed with the Court its Second Monthly Report for the period~~ of ~~February~~May 19, 2003 ~~through February 28~~, ~~2003.~~Gregory ~~The report is filed herewith as Exhibit 99~~S.1. ~~The~~Frisby ~~report contains financial statements~~ and ~~other~~Jeffry ~~financial~~D. ~~information that has not been audited or~~Frisby ~~reviewed~~each bytendered ~~independent~~his ~~accountants~~resignation ~~and~~from ~~may~~the beBoard ~~subject~~of toDirectors ~~future~~of ~~reconciliation~~Frisby ~~and~~Technologies, ~~adjustments~~Inc.

On ~~March~~May 2521, 2003, the ~~United~~Court ~~States~~entered ~~Bankruptcy~~an ~~Court~~order ~~for~~authorizing the ~~Middle~~continued ~~District~~employment of ~~North~~Mark ~~Carolina~~D. ~~entered~~Gillis anand ~~order authorizing~~ the ~~Debtor~~firm ~~to retain the services~~ of ~~Womble~~Anderson ~~Carlyle~~Bauman ~~Sandridge~~Tourtellot &Vos ~~Rice~~& Co., ~~PLLC~~Inc. as ~~Special~~Chief ~~Counsel pursuant~~Restructuring Officer to 11the ~~U.S.C.~~Debtor ~~§327~~subject ~~(e)~~to further notice and hearing.

On ~~March~~May 2621, 2003, the ~~United States Bankruptcy~~ Court ~~for the Middle District of North Carolina~~ entered an order authorizing the ~~continued~~Debtor to ~~employment~~enter ofinto ~~Mark~~a D.one-year ~~Gillis~~lease ~~and~~for ~~the~~office ~~firm~~space ofat ~~Anderson~~a ~~Bauman~~monthly ~~Tourtellot~~rate ~~Vos &~~including ~~Co.,~~utilities ~~Inc.~~of ~~as Chief Restructuring Officer to the Debtor subject to further notice and hearing~~$3,353.34.

On May 23, 2003, the Company filed with the Court its Fourth Monthly Report for the period of April 1, 2003 through April 30, 2003. The report is filed herewith as Exhibit 99.1. The report contains financial statements and other financial information that has not been audited or reviewed by independent accountants and may be subject to future reconciliation and adjustments.

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

(a) Not applicable (b) Not applicable (c) Exhibits The following exhibits are filed herewith:

The following exhibits are filed herewith:


Exhibit No.		Description of Exhibit

99.1		Fourth Monthly Report of Debtor-in-Possession.

Exhibit No.		Description of Exhibit
99.1		Second Monthly Report of Debtor-in-Possession.
99.2		Letter from Ernst & Young LLP

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


	Frisby Technologies, Inc.

	By:	/s/ Mark D. Gillis

		Mark D. Gillis Chief Restructuring Officer

Date: June 5, 2003

Date: April 7, 2003

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