As Filed with the Securities and Exchange Commission on January 24, 2002

Registration No. 333 — 72274

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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
(336) 784-7754

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

Gregory S. Frisby
Chairman and Chief Executive Officer
Frisby Technologies, Inc.
3195 Centre Park Boulevard
Winston-Salem, North Carolina 27107
(336) 784-7754

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Peter A. Zorn
Womble Carlyle Sandridge & Rice, PLLC
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 721-3634

Approximate date of commencement of proposed sale to the public: At such time or times after the effective date of this Registration Statement as the selling stockholders shall determine.

If any of the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]      

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]      

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

Calculation of Registration Fee

Title of each class		Proposed maximum		Proposed maximum
of securities to be	Amount	offering		aggregate		Amount of
registered	to be registered (4)	price per unit (1)		offering price (1)		registration fee
Common Stock, $0.001 par value	3,475,111 shares (3)	$	2.28	$	2,234,368.08	$	205.56

(1)	Estimated solely for purposes of calculating the registration fee with respect to 979,986 additional shares of Common Stock being registered with this Amendment No. 1, and based on the average of the high and low prices per share for the Registrant’s Common Stock as reported on the Nasdaq SmallCap Market on January 18, 2002 in accordance with Rule 457 under the Securities Act of 1933.
(2)	Upon the initial filing of the Registration Statement on October 26, 2001, the Registrant paid $898.25 of the registration fee for the registration of 2,495,125 shares of common stock. Such portion of the registration fee was calculated based on a proposed maximum offering price per share of $1.44, being the average of the high and low prices for the Registrant’s common stock as reported on the Nasdaq SmallCap Market on October 24, 2001, and a proposed maximum aggregate offering price of $3,592,980. Pursuant to Rule 457(a), no additional registration fee is being paid with respect to such 2,495,125 shares.
(3)	Includes 1,611,805 shares of common stock issuable upon the exercise of warrants held by certain of the selling stockholders. Pursuant to Rule 416 under the Securities Act, the number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event or upon adjustment of the number of shares underlying the warrants as a result of a stock split, stock dividend, recapitalization or similar event.
(4)	All of the shares of common stock offered hereby are being sold for the accounts of selling stockholders. See “Selling Stockholders.”

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED January 24, 2002

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

3,475,111 Shares

Common Stock

     This prospectus is part of a registration statement that covers 3,475,111 shares of our common stock. These shares may be offered and sold from time to time by certain of our stockholders, including certain of our officers and directors. 1,611,805 of the shares are issuable upon the exercise of warrants held by the selling stockholders. We will not receive any of the proceeds from the sale of the common stock, except that we may receive from the selling stockholders payment of the exercise price payable upon exercise of the warrants. We will bear the costs relating to the registration of the common stock, which we estimate to be $35,103.81.

     Our common stock is listed on the SmallCap Market of the Nasdaq Stock Market under the symbol “FRIZ,” and on the Boston Stock Exchange under the symbol “FRZ.” On January 18, 2002, the last reported sales price of our common stock as reported on the Nasdaq SmallCap Market was $2.30.

     Investing in the common stock involves certain risks. See “Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated ______________, 2002

TABLE OF CONTENTS

THE OFFERING
RISK FACTORS
	We are experiencing losses, and we will require additional financing that we may not be able to obtain.
	We cannot be sure that our intellectual property, on which we depend heavily, is adequately protected.
	We cannot be sure that our vendors will be able to meet our needs.
	We may not achieve the broad market acceptance necessary to execute our growth strategy.
	If we are unable to retain our key personnel, our ability to execute our business strategies may be adversely affected.
	We could face product liability exposure.
	Terrorist attacks and threats or actual war create uncertainty.
FRISBY
RECENT DEVELOPMENTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
DISCLOSURES REGARDING INDEMNIFICATION
Loan Agreement
Promissory Note in the amount of $750,000
Security Agreement
Stock Purchase Warrant
Registration Rights Agreement
Opinion of Womble Carlyle Sandridge & Rice, PLLC
Consent of Ernst & Young LLP

TABLE OF CONTENTS

THE OFFERING		2
RISK FACTORS		3
	We are experiencing losses, and we will require additional financing that we may not be able to obtain	3
	We cannot be sure that our intellectual property, on which we depend heavily, is adequately protected	3
	We cannot be sure that our vendors will be able to meet our needs	4
	We may not achieve the broad market acceptance necessary to execute our growth strategy	4
	If we are unable to retain our key personnel, our ability to execute our business strategies may be adversely affected	5
	We could face product liability exposure	5
	Terrorist attacks and threats or actual war create uncertainty	5
FRISBY		5
RECENT DEVELOPMENTS		6
WHERE YOU CAN FIND MORE INFORMATION		6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		7
FORWARD-LOOKING STATEMENTS		7
USE OF PROCEEDS		8
SELLING STOCKHOLDERS		8
PLAN OF DISTRIBUTION		10
LEGAL MATTERS		11
EXPERTS		11
DISCLOSURES REGARDING INDEMNIFICATION		11

     You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

     The terms the “Company,” “Frisby,” “we,” “our” and “us” refer to Frisby Technologies, Inc. and its subsidiary unless the context suggests otherwise. The term “you” refers to a prospective investor.

THE OFFERING

Common stock offered	3,475,111 shares
Offering price	All or part of the shares offered hereby may be sold from time to time in amounts and on terms to be determined by the selling stockholders at the time of the sale.
Risk factors	See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Nasdaq symbol	FRIZ

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RISK FACTORS

     You should carefully consider the following risk factors, in addition to the other information included or incorporated by reference in this prospectus, before purchasing shares of our common stock. In addition, please read “Forward-Looking Statements” on page 7 of this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock.

We are experiencing losses, and we will require additional financing that we may not be able to obtain.

     For the years ended December 31, 1999 and 2000, we had net losses of $5,628,306 and $4,821,288, respectively. For the nine months ended September 30, 2001, we had a net loss of $2,910,940. At September 30, 2001, we had working capital of $1,044,888 and an accumulated deficit of approximately $18,348,000. We continued to sustain losses through fiscal 2001 and utilized cash resources principally to pay for the purchase of material, our acquisition of intellectual properties and selling, marketing and general administrative expenses.

     We cannot be sure that we will become profitable. We will need to secure additional funding to support our operating plan in fiscal 2002 and beyond. We have no firm commitments for any future funding, and we have no assurance that we will be able to obtain additional capital in the future or that the terms of such funding, if available, will be satisfactory. Additional equity financing may result in substantial dilution to our stockholders, including purchasers of the common stock offered hereby. If we are unable to obtain additional financing, we may be required to delay, scale back or eliminate a portion of our growth strategies, which may materially and adversely affect our business, financial condition and results of operations.

We cannot be sure that our intellectual property, on which we depend heavily, is adequately protected.

     Our business depends on the continued validity of the patents that we license and the effectiveness of our licenses to such patents. We have no assurance that any steps that we have taken to protect our intellectual property will be adequate to prevent misappropriation, that any patents or copyrights issued to us or our licensors will not be invalidated, circumvented or challenged, or that the rights granted thereunder will provide a competitive advantage. Claims alleging the invalidity of our patents, even if unfounded, may have a material adverse effect on the commercialization of products or technologies based on such rights. We also rely on unpatented proprietary technology, and we cannot be sure that others may not independently develop the same or similar technology or otherwise obtain access to our proprietary technology. In addition, laws of certain countries in which our products are, or may be developed, manufactured or sold, may not provide our products and intellectual property rights with the same degree of protection as the laws of the United States. Furthermore, we cannot be sure that others will not independently develop technologies similar or superior to our technology and obtain patents, trademarks or copyrights thereon. In such event, we may not be able to license such technologies on reasonable terms, or at all. We have no assurance that third parties will not assert infringement claims in the future. Moreover, litigation may be necessary to enforce our rights under licensed patents, copyrights and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Such litigation, regardless of the outcome, could result in substantial cost and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations.

     In addition to patent protection, we seek to protect our proprietary information through confidentiality and non-competition agreements with our employees, directors, licensee/customers, strategic partners, consultants, advisors and collaborators. We cannot be assured that such agreements will not be breached, that we will have adequate remedies for any such breach or that our proprietary information will not otherwise become known to, or be independently developed by, our competitors.

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     We cannot be assured that our registered or unregistered trademarks do not infringe upon the rights of third parties or that third parties will not assert claims of infringement. The cost to defend such claims or the requirement to change any trademark (which would result in the loss of any goodwill associated with that trademark) could entail significant expense and have a material adverse effect on our business, financial condition and results of operations.

We cannot be sure that our vendors will be able to meet our needs.

     As of the date of this prospectus, we rely upon: four sources of foam — one in the United States, one in Europe and two in the Asian-Pacific region; one strategic partner for nonwovens; and two principal suppliers in the United States of the core, unencapsulated phase change materials (PCMs) required for the manufacture of Thermasorb® additives. If our foam or nonwoven suppliers are not able to meet our demands, or if we encounter an unanticipated interruption of supply of PCMs, we may not be able to satisfy scheduled customer orders, anticipated requests and other potential sales opportunities. If this were to occur, one or more of our customers may terminate their relationship with us and our revenues may suffer. In addition, a significant price increase in our core materials would have an adverse effect on our cost of sales and, as a result, our results of operations.

     As of the date of this prospectus, all of our Thermasorb® additives are manufactured to specifications we provide to 3M, with which we have entered into an arrangement that provides firm, fixed pricing for all of our anticipated microcapsule production requirements. If, for any reason, 3M is unable or unwilling to continue to supply microencapsulated materials under the present arrangement and we are unable to establish an alternate source or sources of supply under similar terms, then we could experience cost increases, a deterioration of services from our suppliers, or interruptions, delays or a reduction in supply that may cause us to fail to meet delivery schedules to our licensees/customers. If this were to occur one or more of our licensees/customers may terminate their relationship with us and our revenues may suffer.

We may not achieve the broad market acceptance necessary to execute our growth strategy.

     Our strategy is to achieve and capitalize upon brand recognition of our thermal management technologies in high visibility markets. Our strategy assumes that our licensee/customers will regard the use of our thermal management technologies in their products as providing enhanced value. Additionally, our strategy is based upon certain assumptions regarding:

• consumer/customer demand for, and acceptance of our products;

• the price at which we believe we will be able to sell our products;

• the timing of introductions of products featuring our thermal products;

• the size of the thermal management products market (for consumer products and industrial products);

• our anticipated share of these markets; and

• the time factors involved in concluding satisfactory license agreements with licensee/customers.

     To date, our products have been sold primarily in the consumer marketplace. We have no assurance that we will be able to increase market acceptance for our products in the consumer marketplace or that we will be able to achieve or maintain market acceptance in the industrial marketplace. Our targeted strategic partner base may not change the established thermal management technologies incorporated in their products and may not make the necessary investment to purchase our products.

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If we are unable to retain our key personnel, our ability to execute our business strategies may be adversely affected.

     Our success will continue to depend on the continued services of our executive officers and a limited number of other senior management and technical personnel. Only Gregory S. Frisby, our Chairman and Chief Executive Officer, is under an employment agreement with us. If we were to lose the services of any of these individuals, we may not be able to secure a suitable replacement in a timely manner, or at all. In any event, we would be forced to divert substantial financial resources and management attention to attempting to identify, attract and recruit a replacement, all of which may delay or otherwise adversely impact our ability to execute our business strategies.

We could face product liability exposure.

     The development, testing, manufacturing, marketing and sale of our products involve risks of allegations of product liability. While no product liability claims have been made against us to date, if such claims were made and adverse judgments obtained, whether directly against us or against one of our strategic partners in connection with an end-use product incorporating our products, such claims could have a material adverse effect on our business, financial condition and results of operations. We presently maintain product liability insurance in the amount of $1,000,000 per claim with an annual aggregate limit of $2,000,000. In addition, we presently maintain umbrella product liability insurance coverage in the amount of $9,000,000 per claim with an annual aggregate limit of $9,000,000. We have no assurance that such coverage is, or any new coverage will be, adequate or will continue to be available at an acceptable cost, if at all. A product liability claim, product recall or other claim with respect to uninsured liabilities or in excess of insurance coverage could have a material adverse effect on our business, operating results and financial condition. We may seek to increase our insurance coverage in the future, although we have no assurance that such increased coverage will be available from insurers or, if available, at acceptable terms.

Terrorist attacks and threats or actual war create uncertainty.

     Terrorist attacks in the United States on September 11, 2001, as well as subsequent events occurring in response or connection to them, including, without limitation, future terrorist attacks against United States targets, rumors or threats of war, actual war or conflicts involving the United States or its allies or military or trade disruptions impacting our suppliers may adversely impact our business, among other things, causing delays or losses in our required supply or decreased sales of products into which our materials are incorporated or our end products. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in or lengthen economic recession in the U.S. or abroad. Any of these occurrences may have a significant impact on our business, financial condition and results of operations and may result in the volatility of the market price for our common stock and on the future price of our common stock.

FRISBY

     Frisby Technologies, Inc. is a developer and marketer of innovative branded thermal management products for use in a broad range of consumer and industrial products. Our patented, branded products — COMFORTEMP® insulating and cooling materials and Thermasorb® thermal additives — provide thermal management benefits in both hot and cold environments. Our current products are used in such end-products as gloves, boots, athletic footwear, fashion apparel, performance outerwear and home furnishings. In addition, as of the date of this prospectus, we are seeking to identify further applications with potential licensees/customers in the fields of medical devices, temperature-controlled packaging and automotive interiors.

     Our products were initially incorporated in end-use applications in 1997. Our careful selection of the markets in which our products can be best utilized and most effective and of our initial partners in those markets that help foster increased brand awareness and create a positive associative effect for our products has enabled us to increase our revenues. We believe that, by continuing to establish and strengthen relationships with market leaders and to promote the visibility of our applications in their end-use products

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(e.g., via a hang tag, sew-on label or screen printed logo), COMFORTEMP® will become “the product of choice” in many thermal management applications.

     We believe that by continuing to expand the end-use applications into which our products can be incorporated, we will achieve sales penetration into a wider range of new product categories and industries in addition to increasing sales penetration with our existing licensees and customers, enabling us to achieve revenue growth. In addition, we believe that we can achieve a significant increase in profit margins on product sales by expanding the number of end-use products that we source directly and by reducing our supply costs.

     We were incorporated in North Carolina in November 1989 and reincorporated in Delaware in March 1998. Our principal executive offices are at 3195 Centre Park Boulevard, Winston-Salem, North Carolina 27107, and our telephone number is (336) 784-7754.

RECENT DEVELOPMENTS

     On November 19, 2001, MUSI Investments, S.A. transferred 1,716,327 shares of the Company’s common stock to Finpart International S.A., a wholly owned subsidiary of Fin. Part. SpA (a $300 million publicly held holding company based in Milan, Italy and traded on the Milan Stock Exchange). In connection with the transaction, the Company, MUSI, Finpart, Jeffry D. Frisby and Gregory S. Frisby entered into a Third Amended and Restated Stockholders Agreement pursuant to which Finpart was granted the right to designate one nominee to the Company’s Board of Directors. The stockholders agreement also continued MUSI’s right to designate one nominee to the Company’s Board of Directors and provided that each of Jeffry D. Frisby and Gregory S. Frisby would vote for the Finpart and MUSI nominees.

     Also on November 19, 2001, MUSI converted all unpaid principal and accrued interest on its $1,500,000 term loan to the Company into 1,400,123 shares of the Company’s common stock.

     Effective January 10, 2002, the Company entered into a $750,000 credit facility with DAMAD Holding AG and a $500,000 credit facility with Bluwat AG, two accredited investors based in Europe. The facilities: mature on January 10, 2005; bear interest at the rate of prime plus 0.75%, payable quarterly beginning with the first quarter of 2002; and are secured by the Company’s accounts receivable, inventory, furniture, machinery, equipment, general intangibles and patents and by a personal guaranty by Gregory S. Frisby, the Company’s Chairman and Chief Executive Officer, of one-third of the total amount outstanding. In connection with the facilities, the Company issued five-year warrants to purchase an aggregate of 868,055 shares of its common stock at an exercise price equal to $1.44 per share, subject to adjustment in the event of organic changes in the Company’s common stock. The terms of the warrants provide that, if the Company issues shares of a senior class of capital stock, the warrants will become exercisable for shares of such senior class instead of shares of common stock. In addition, the Company increased the size of its Board of Directors to eight and named Daniel Guggenheim, Vice Chairman of DAMAD Holding, to the Board.

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and periodic reports, proxy statements and other information with the United States Securities and Exchange Commission (the “SEC”). You may inspect these documents without charge at the principal office of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549 and you may obtain copies of these documents from the SEC’s Public Reference Room at its principal office. Information regarding the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov.

     We have filed a registration statement on Form S-3 with the SEC relating to the offering of common stock pursuant to this prospectus. The registration statement contains information not found in this prospectus. For further information, you should refer to the registration statement, which you can inspect and copy in the manner and at the sources described above. Any statements we make in this

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prospectus or that we incorporate by reference concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC are not necessarily complete and, in each instance, reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

     The registration statement we have filed with the SEC utilizes the “shelf” registration process. Additional prospectuses or prospectus supplements may add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a later prospectus supplement. You should read this prospectus together with additional information described under the heading “Incorporation of Certain Documents by Reference.”

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents that we have previously filed with the SEC or documents that we will file with the SEC in the future. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below into this prospectus, and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the termination of this offering. The documents we incorporate by reference are:

• Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000, as amended by Form 10-KSB/A as filed with the SEC on April 30, 2001;

• Our Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2001, June 30, 2001 and September 30, 2001; and

• The description of our common stock on Form 8-A under the Exchange Act as filed with the SEC on March 31, 1998.

     You may request a copy of these filings, at no cost to you, by writing or telephoning Frisby Technologies, Inc., 3195 Centre Park Boulevard, Winston-Salem, North Carolina 27107 (telephone 336-784-7754).

FORWARD-LOOKING STATEMENTS

     This prospectus and the documents we have incorporated by reference contain forward-looking statements within meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding, among other items, our growth strategies, anticipated trends in our business, our future results of operations, certain pending litigation and market conditions in our industry. These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, many of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of, among other things:

• the need for further development of our products and markets;

• the development of alternative technology by third parties;

• the uncertainty of the future economic environment;

• the uncertainty of market acceptance and demand for our products in the future; and

• other risk factors set forth under “Risk Factors” in this prospectus.

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In addition, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions, as they relate to Frisby, our business or our management, are intended to identify forward-looking statements.

     We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus and the documents we have incorporated by reference may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the common stock, except that certain of the shares of common stock to be sold hereunder are issuable upon the exercise of warrants and we may receive from the selling stockholders payment of the exercise price for such warrants. We will pay the costs relating to the registration of these shares, which we estimate to be $35,103.81.

SELLING STOCKHOLDERS

     The shares being offered by the selling stockholders were acquired in connection with various private placements. The following table sets forth, for each selling stockholder, the amount of Frisby common stock beneficially owned (including shares issuable upon the exercise of warrants), the number of shares of common stock offered hereby and the number of shares of common stock to be held and the percentage of outstanding common stock to be beneficially owned after completion of this offering (assuming the sale of all shares offered under this prospectus). Except as indicated in the footnotes to this table, none of the selling stockholders has had any position, office or other relationship material to Frisby with Frisby or any of its affiliates within the past three years.

							Percentage
					Shares to be		Beneficial
					Beneficially Owned		Ownership after
	Shares Beneficially		Shares Offered		after Completion of		Completion of this
Name	Owned (1)		Hereby		this Offering (1)		Offering
MUSI Investments S.A. (2)		2,587,623		137,500		2,450,123		25.69
AllFirst Company as Custodian For Hogan & Hartson Partners Retirement Plan for the Benefit of Jean S. Moore (3)		450,000		90,000		360,000		3.97
Southern Spear, Inc. (4)		250,000		250,000		0		0
Duncan R. Russell (5)		192,211		75,000		117,211		1.30
Hanes Family Partnership (6)		155,000		155,000		0		0
R. Allen Blake (7)		100,000		100,000		0		0
Schoeller Textil AG (8)		125,000		25,000		100,000		1.12
Jean S. Moore (9)		144,500		10,000		134,500		1.52
Bennett Boskey (10)		120,000		50,000		70,000		*
Sara N. Crowder (10)		54,000		50,000		4,000		*
David A. Hudgins (10)		50,000		50,000		0		0
T. Kevin Toomey (10)		51,000		50,000		1,000		*
Stephen E. Marano (10)		63,500		50,000		13,500		*
Pittsburgh Plastics Manufacturing, Inc. (11)		25,000		25,000		0		0
Thomas E. O’Shea (10)		56,900		50,000		6,900		*
Michael N. McKee (12)		25,000		25,000		0		0
Susan L. Peterson (12)		25,000		25,000		0		0
Earl F. Slick (12)		25,000		25,000		0		0

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							Percentage
					Shares to be		Beneficial
					Beneficially Owned		Ownership after
	Shares Beneficially		Shares Offered		after Completion of		Completion of this
Name	Owned (1)		Hereby		this Offering (1)		Offering
Thomas D. Douglas III (13)		20,000		20,000		0		0
Womble Carlyle Sandridge & Rice, PLLC (14)		20,499		20,499		0		0
Gregory S. Frisby (15)		2,493,286		50,000		2,443,286		27.36
Jeffry D. Frisby (16)		1,209,143		25,000		1,184,143		13.35
Finpart International S.A.		1,716,327		1,166,327		550,000		6.22
Spyder Active Sports, Inc.		82,730		82,730		0		0
DAMAD Holding AG (17)		770,833		770,833		0		0
Bluwat AG (18)		347,222		347,222		0		0

*	less than 1%
(1)	Beneficial ownership is determined in accordance with the rules of the SEC. 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, warrants or convertible securities held by that person that are convertible or exercisable currently or within 60 days of the date hereof are deemed outstanding. Except as indicated in the footnotes to this table and as provided pursuant to applicable community property laws, the security holders named in the table have sole voting and investment power with respect to the shares set forth opposite each security holder’s name.
(2)	Includes 137,500 shares issuable upon the exercise of warrants, all of which are offered hereby.
(3)	Includes 225,000 shares issuable upon the exercise of warrants, of which 45,000 shares are offered hereby.
(4)	Includes 125,000 shares issuable upon the exercise of warrants held by Southern Spear, all of which are offered hereby. The power to vote and dispose of these shares is held by Roane Cross, President. Southern Spear, Inc. is a wholly owned subsidiary of DAMAD Holding AG.
(5)	Includes 37,500 shares issuable upon the exercise of warrants, all of which are offered hereby, and 96,000 shares issuable upon the exercise of stock options. Mr. Russell has served as President and Chief Operating Officer and a member of the Board of Directors of Frisby since June 2000. He had previously served as Vice President of Sales and Marketing of the Company from April 1999 until June 2000 and as Director of Global Brand Strategy from December 1998 until April 1999.
(6)	Includes 77,500 shares issuable upon the exercise of warrants, all of which are offered hereby. The power to vote and dispose of these shares is held by the investment managers of Salem Investment Counselors, William R. Watson, Robert T. Beach and David B. Rea.
(7)	Includes 50,000 shares issuable upon the exercise of warrants, all of which are offered hereby.
(8)	Includes 62,500 shares issuable upon the exercise of warrants, of which 12,500 shares are offered hereby. The power to vote and dispose of these shares is held by Franz Albers, Chief Executive Officer.
(9)	Includes 25,000 shares issuable upon the exercise of warrants, of which 5,000 shares are offered hereby. Does not include shares held by AllFirst Company as Custodian For Hogan & Hartson Partners Retirement Plan for the Benefit of Jean S. Moore.
(10)	Includes 25,000 shares issuable upon the exercise of warrants, all of which are offered hereby.
(11)	Includes 12,500 shares issuable upon the exercise of warrants, all of which are offered hereby. The power to vote and dispose of these shares is held by James Zona, President. Pittsburgh Plastics Manufacturing, Inc. is a supplier of gels and gel-based footwear components to the Company as well as a licensed producer and marketer of gels and insoles.
(12)	Includes 12,500 shares issuable upon the exercise of warrants, all of which are offered hereby.
(13)	Includes 10,000 shares issuable upon the exercise of warrants, all of which are offered hereby.

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(14)	Includes 6,250 shares issuable upon the exercise of warrants, all of which are offered hereby. The power to vote and dispose of these shares is held by Womble Carlyle Sandridge & Rice’s seven-member Firm Management Committee, acting by majority. Constitution of the Firm Management Committee is subject to change annually.
(15)	Includes 25,000 shares issuable upon the exercise of warrants, all of which are offered hereby. Includes 1,176,643 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 57,500 shares of Common Stock issuable upon the exercise of stock options and 1,234,143 shares of Common Stock owned of record by Mr. Gregory S. Frisby. Gregory S. Frisby has been the Chairman of the Board of Directors and Chief Executive Officer of the Company since its inception in 1989 and is the brother of Jeffry D. Frisby.
(16)	Includes 12,500 shares issuable upon the exercise of warrants, all of which are offered hereby. Includes 1,176,643 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 7,500 shares of Common Stock issuable upon the exercise of stock options. Jeffry D. Frisby is a director of the Company and the brother of Gregory S. Frisby.
(17)	DAMAD Holding AG is the parent company of Southern Spear, Inc. Includes 520,833 shares issuable upon the exercise of warrants held by DAMAD Holding, 125,000 shares issuable upon the exercise of warrants held by Southern Spear, and 125,000 shares of common stock held by Southern Spear, all of which are offered hereby. The power to vote and dispose of the shares held by DAMAD Holding is held by Daniel Guggenheim, Vice Chairman.
(18)	Includes 347,222 shares issuable upon the exercise of warrants, all of which are offered hereby. The power to vote and dispose of the shares held by Bluwat is held by Dr. Richard E. Blum, Chairman.

PLAN OF DISTRIBUTION

     Frisby is registering the shares covered by this prospectus for the selling stockholders. As used in this prospectus, “selling stockholders” includes the pledgees, donees, transferees or others who may later hold the selling stockholders’ interests. Frisby will pay the costs and fees of registering the shares, but the selling stockholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the shares.

     The selling stockholders may sell the shares on Nasdaq or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. In addition, the selling stockholders may sell some or all of their shares through:

• a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

• purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or

• ordinary brokerage transactions and transactions in which a broker solicits purchasers.

     When selling the shares, the selling stockholders may enter into hedging transactions. For example, the selling stockholders may:

• enter into transactions involving short sales of the shares by broker-dealers;

• sell shares short themselves and redeliver such shares to close out their short positions;

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• enter into option or other types of transactions that require the selling stockholder to deliver shares to a broker-dealer, who will then resell or transfer the shares under this prospectus; or

• loan or pledge the shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

     The selling stockholders may negotiate and pay broker-dealers commissions, discounts or concessions for their services. Broker-dealers engaged by the selling stockholders may allow other broker-dealers to participate in resales. However, the selling stockholders and any broker-dealers involved in the sale or resale of the shares may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, or the 1933 Act. In addition, the broker-dealers’ commissions, discounts or concession may qualify as underwriters’ compensation under the 1933 Act. If the selling stockholders qualify as “underwriters” they will be subject to the prospectus delivery requirements of Section 5(b)(2) of the 1933 Act.

     In addition to selling their shares under this prospectus, the selling stockholders may:

• agree to indemnify any broker-dealer or agent against certain liabilities related to the selling of the shares, including liabilities arising under the 1933 Act;

• transfer their shares in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer; or

• sell their shares under Rule 144 of the 1933 Act rather than under this prospectus, if the transaction meets the requirements of Rule 144.

     No professional underwriter in its capacity as such will be acting for the selling stockholders.

LEGAL MATTERS

     The legality of the shares offered hereby has been passed upon for us by Womble Carlyle Sandridge & Rice, PLLC, Charlotte, North Carolina.

EXPERTS

     The consolidated financial statements of Frisby Technologies, Inc. appearing in Frisby Technologies, Inc.’s Annual Report (Form 10-KSB) for the year ended December 31, 2000, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

DISCLOSURES REGARDING INDEMNIFICATION

     The General Corporation Law of Delaware provides generally that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative in nature to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, in a proceeding not by or in the right of the corporation, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such suit or proceeding, if he or she acted in good faith and in a manner believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe

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his or her conduct was unlawful. Delaware law further provides that a corporation will not indemnify any person against expenses incurred in connection with an action by or in the right of the corporation if such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper.

     Frisby’s Certificate of Incorporation provides that, to the greatest extent permitted by the provisions of Section 145 of the General Corporation Law of Delaware, Frisby shall indemnify any and all persons whom it shall have power to indemnify under said section against any and all of the expenses, liabilities, or other matters referred to in or covered by such law. The indemnification provided for therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of Frisby provide for indemnification of officers and directors of Frisby to the greatest extent permitted by Delaware law for any and all fees, costs and expenses incurred in connection with any action or proceeding, civil or criminal, commenced or threatened, arising out of services by or on behalf of Frisby, providing such officer’s or director’s acts were not committed in bad faith. The Bylaws also provide for advancing funds to pay for anticipated costs and authorizes the Board to enter into an indemnification agreement with each officer or director. Frisby maintains a policy of directors’ and officers’ liability insurance that insures Frisby’s directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

     Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or persons controlling Frisby pursuant to the foregoing provisions, Frisby has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the sale of the common stock being registered hereby. All amounts are estimates except the SEC registration fee.

	Amount to Be Paid by
	Registrant
SEC registration fee	$	1,103.81
Legal fees and expenses		20,000.00
Accounting fees and expenses		12,000.00
Miscellaneous		2,000.00
Total	$	35,103.81

The Registrant intends to pay all expenses of registration, issuance and distribution.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The General Corporation Law of Delaware provides generally that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative in nature to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, in a proceeding not by or in the right of the corporation, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such suit or proceeding, if he acted in good faith and in a manner believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful. Delaware law further provides that a corporation will not indemnify any person against expenses incurred in connection with an action by or in the right of the corporation if such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper.

     The By-Laws of the Registrant provide for indemnification of officers and directors of the Registrant to the greatest extent permitted by Delaware law for any and all fees, costs and expenses incurred in connection with any action or proceeding, civil or criminal, commenced or threatened, arising out of services by or on behalf of the Registrant, providing such officer’s or director’s acts were not committed in bad faith. The By-Laws also provide for advancing funds to pay for anticipated costs and authorizes the Board to enter into an indemnification agreement with each officer or director. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable. The Registrant maintains a policy of directors’ and officers’ liability insurance that insures the Registrant’s directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstance.

     In accordance with Delaware law, the Registrant’s Certificate of Incorporation contains provisions eliminating the personal liability of directors, except for breach of a director’s fiduciary duty of loyalty to the Registrant or to its stockholders, acts or omission not in good faith or which involve intentional misconduct or a knowing violation of the law, and in respect of any transaction in which a director receives an improper personal benefit. These provisions only pertain to breaches of duty by directors as such, and

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not in any other corporate capacity, e.g., as an officer. As a result of the inclusion of such provisions, neither the Registrant nor stockholders may be able to recover monetary damages against directors for actions taken by them which are ultimately found to have constituted negligence or gross negligence, or which are ultimately found to have been in violation of their fiduciary duties, although it may be possible to obtain injunctive or equitable relief with respect to such actions. If equitable remedies are found not to be available to stockholders in any particular case, stockholders may not have an effective remedy against the challenged conduct.

ITEM 16. EXHIBITS

     The following exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form SB-2 dated March 30, 1998)
4.2	Second Amendment to Loan Agreement dated January 15, 2001 between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2000)
4.3	Letter Agreement dated January 12, 2001 between MUSI and the Company and related Convertible Promissory Note (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001)
4.4	Loan Agreement dated May 14, 2001 between MUSI and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001)
4.5	Convertible Promissory Note of the Company dated May 14, 2001 in the original principal amount of $1,500,000 payable to MUSI (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001)
4.6	Security Agreement dated May 14, 2001 between MUSI and the Company (incorporated by reference to Exhibit 4.3 of the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001)
4.7	Loan Agreement between DAMAD Holding AG and the Company effective January 10, 2002.
4.8	Promissory Note in the amount of $750,000 made by the Company payable to DAMAD Holding AG effective January 10, 2002.
4.9	Security Agreement between the Company and DAMAD Holding AG effective January 10, 2002.
4.10	Stock Purchase Warrant issued to DAMAD Holding AG effective January 10, 2002.
4.11	Registration Rights Agreement between the Company and DAMAD Holding AG dated January 23, 2002.
4.12	Loan Agreement between Bluwat AG and the Company effective January 10, 2002.**

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Exhibit Number	Description of Exhibit
4.13	Promissory Note in the amount of $500,000 made by the Company payable to Bluwat AG effective January 10, 2002.**
4.14	Security Agreement between the Company and Bluwat AG effective January 10, 2002.**
4.15	Stock Purchase Warrant issued to Bluwat AG effective January 10, 2002.**
4.16	Registration Rights Agreement between the Company and Bluwat AG dated January 23, 2002.**
5	Opinion of Womble Carlyle Sandridge & Rice, PLLC.
23.1	Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 5)
23.2	Consent of Ernst & Young LLP.
24	Power of Attorney*

*	previously filed
**	to be filed by amendment

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i)     To include any prospectus required by Section 10(a)(3) of the 1933 Act;

     (ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

     (iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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     (3)     move from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, North Carolina, on January 24, 2002.

FRISBY TECHNOLOGIES, INC.
By:	/s/ Gregory S. Frisby Gregory S. Frisby Chairman of the Board and Chief Executive Officer.

     Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities indicated on January 24, 2002.

/s/ Gregory S. Frisby Gregory S. Frisby	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ Duncan R. Russell* Duncan R. Russell	President and Chief Operating Officer; Director
/s/ John L. Ruggiero* John L. Ruggiero	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ Jeffry D. Frisby* Jeffry D. Frisby	Director
/s/ Pietro A. Motta* Pietro A. Motta	Director
/s/ Alexander Rosenzweig* Alexander Rosenzweig	Director
/s/ Robert C. Grayson* Robert C. Grayson	Director
Robert Gregory	Director
Daniel Guggenheim	Director
*By: /s/ Gregory S. Frisby Gregory S. Frisby Attorney-in-Fact

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