UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934







For the quarterly period ended June 30, 2005      Commission file number 0-10707
                               -------------                             -------

                              THERMODYNETICS, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

         Delaware                                        06-1042505
-------------------------------                ---------------------------------
(State or other jurisdiction of                 (I.R.S. Employer Identification
 Incorporation or Organization)                             Number)


651 Day Hill Road,
Windsor, Connecticut         06095                           (860) 683-2005
--------------------------------------------------------------------------------
(Address of Principal      (Zip Code)               (Issuer's telephone number)
   Executive Offices)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


            Class                                   Outstanding at June 30, 2005
-----------------------------                       ----------------------------
Common stock $.01 Par Value                                3,983,782 Shares





Transitional Small Business Disclosure Format     Yes (  )   No ( x )




<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----


                                                                    Page Number
                                                                    -----------


PART I           FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Consolidated Balance Sheets
                  June 30, 2005 and March 31, 2005.......................    3

               Consolidated Statements of Income
                  Three Months Ended June 30,
                  2005 and 2004..........................................    4


               Consolidated Statements of Cash Flows
                  Three Months Ended June 30,
                  2005 and 2004..........................................    5

               Notes to Consolidated Financial Statements................   6-10

      Item 2.  Management's Discussion and Analysis or
                                  Plan of Operation .....................  11-13

      Item 3.  Controls and Procedures ..................................   13


PART II        OTHER INFORMATION

      Item 1.  Legal Proceedings.........................................   14

      Item 2.  Changes in Securities.....................................   14

      Item 3.  Defaults Upon Senior Securities...........................   14

      Item 4.  Submission of Matters to a Vote of Security Holders.......   14

      Item 5.  Other Information.........................................   14

      Item 6.  Exhibits and Reports on Form 8-K..........................   14

SIGNATURE PAGE ..........................................................   15




                                     Page 2
<PAGE>


                          PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------
<TABLE>
<CAPTION>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (in 000's)
<S>                                                          <C>        <C>
                                     ASSETS
                                                        June 30, 2005   March 31, 2005
                                                        -------------   --------------
                                                         (Unaudited)      (Audited)
CURRENT ASSETS
--------------
  Cash ...................................................   $      2         $      0
  Accounts Receivable, Net ...............................      2,939            2,976
  Inventories ............................................      3,707            3,454
  Prepaid Expenses and Other Current Assets ..............        340              100
                                                             --------         --------
    Total Current Assets .................................      6,988            6,530
                                                             --------         --------

PROPERTY, PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost ................     18,806           18,714
  Less: Accumulated Depreciation .........................      8,892            8,736
                                                             --------         --------
   Property, Plant, and Equipment - Net ..................      9,914            9,978
                                                             --------         --------

OTHER ASSETS
  Intangible Assets - Net of Amortization ................         93               93
  Officers' Life Insurance Receivable ....................        148              148
  Investment in Unaffiliated Company .....................         95               95
  Deposits and Other .....................................        143              153
                                                             --------         --------
    Total Other Assets ...................................        479              489
                                                             --------         --------

TOTAL ASSETS .............................................   $ 17,381         $ 16,997
                                                             ========         ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable .......................................   $  4,940         $  4,708
  Accrued Taxes and Expenses .............................        242              381
  Current Portion of Long-Term Debt ......................        889            1,031
  Notes Payable - Bank ...................................      3,358            3,592
  Notes Payable - Other ..................................      1,061              659
  Due to Customer ........................................        175              175
                                                             --------         --------
    Total Current Liabilities ............................     10,665           10,545
                                                             --------         --------

DEFERRED INCOME TAXES ....................................         40                0
LONG-TERM DEBT ...........................................      5,124            4,981

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 3,983,782 shares
      at 6/30/05 and 3,953,782 shares at 3/31/05 .........         40               40
    Additional Paid-in Capital ...........................      5,782            5,758
  Retained Earnings (Deficit) ............................     (4,270)          (4,327)
                                                             --------         --------
    Total Stockholders' Equity ...........................      1,552            1,471
                                                             --------         --------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ...................................   $ 17,381         $ 16,997
                                                             ========         ========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                     Page 3
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE THREE MONTHS ENDED JUNE 30,
                                   (UNAUDITED)

                        IN (000's) EXCEPT PER SHARE DATA

                                                   2005           2004
                                               -----------    -----------

Net Sales ..................................   $     8,102    $     5,625

Cost of Goods Sold .........................         6,916          4,435
                                               -----------    -----------

Gross Profit ...............................         1,186          1,190

Selling, General & Administrative Expenses .           951            802
                                               -----------    -----------

Income From Operations .....................           235            388
                                               -----------    -----------

Other Income (Expense)
     Interest Expense, Net .................          (181)          (115)
     Other - Net ...........................            43             (6)
                                               -----------    -----------
     Total Other Income (Expense) ..........          (138)          (122)
                                               -----------    -----------

Income Before Income Taxes .................            97            266

Provision for Income Taxes .................            40             60
                                               -----------    -----------

Net Income .................................   $        57    $       206
                                               ===========    ===========

Earnings per Share-Basic ...................   $       .01    $       .06
                                               ===========    ===========

Earnings per Share-Diluted .................   $       .01    $       .06
                                               ===========    ===========

Weighted Average Shares Outstanding- Basic .     3,969,108      3,645,236
                                               ===========    ===========
Weighted Average Shares Outstanding- Diluted     3,969,108      3,645,236
                                               ===========    ===========


              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                     Page 4
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       FOR THE THREE MONTHS ENDED JUNE 30,

                                   (UNAUDITED)
                                   IN (000'S)
                                                            2005     2004
                                                           -----    -----
OPERATING ACTIVITIES:
---------------------
  Net income ...........................................   $  57    $ 206
         Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
  Depreciation and amortization ........................     203      181
  Deferred tax provision ...............................      40       60
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable ............     233      628
    Decrease (increase) in prepaid expenses ............    (231)    (202)
      and other assets
    Decrease (increase) in accounts receivable .........      37     (465)
    Decrease (increase) in inventories .................    (252)     (73)
    Increase (decrease) in accrued taxes and expenses ..    (115)     (64)
                                                           -----    -----

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                             (28)     271
                                                           -----    -----
INVESTING ACTIVITIES;
---------------------
  Purchases of property, plant and equipment, net ......    (139)    (133)
                                                           -----    -----

NET CASH (USED IN) INVESTING ACTIVITIES ................    (139)    (133)
                                                           -----    -----

FINANCING ACTIVITIES
--------------------
  Net proceeds (payments) on revolving and term debt ...    (281)    (138)
  Proceeds from other notes payable ....................     450      -0-
                                                           -----    -----
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                           -----    -----
                                                             169     (138)
                                                           -----    -----

INCREASE (DECREASE) IN CASH ............................       2      -0-

CASH AT BEGINNING OF PERIOD ............................     -0-        2
                                                           -----    -----

CASH AT END OF PERIOD ..................................   $   2    $   2
                                                           =====    =====

              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                     Page 5
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

         NOTE 1:  BASIS OF PRESENTATION
                  ---------------------

         The financial  information included herein is unaudited;  however, such
         information  reflects  all  adjustments  (consisting  solely  of normal
         recurring  adjustments),  which  are,  in the  opinion  of  management,
         necessary  for a fair  statement  of results  for the  interim  period.
         Certain  information  and  footnote  disclosures  normally  included in
         financial statements prepared in accordance with accounting  principles
         generally  accepted in the United States of America have been condensed
         or omitted.  The results of operations  for the three months ended June
         30,  2005 and  June 30,  2004  are not  necessarily  indicative  of the
         results to be expected for the full year.


         NOTE 2:  INVENTORIES
                  -----------

         Inventories consist of the following at (in 000's):
                                            June 30, 2005        March 31, 2005
                                            -------------        --------------
                  Raw materials                $ 2,126             $ 1,854
                  Work-in-process                  199                 308
                  Finished goods                 1,598               1,508
                     Less: Reserves                216                 216
                                               -------             -------
                                               $ 3,707             $ 3,454
                                               =======             =======

         Inventories  are  valued  at the  lower of cost or  market,  with  cost
         determined on a first-in, first-out basis.


         NOTE 3:  EARNINGS PER SHARE
                  ------------------

         The Company has adopted  Statement  of  Accounting  Standards  No. 128,
         "Earnings  per  Share"  (SFAS  128).  Earnings  per share for the three
         months  ended June 30,  2005 and June 30,  2004 have been  computed  in
         accordance with this  pronouncement,  based on the weighted  average of
         outstanding shares during the periods.

         Effective April 18, 2005, the Company implemented a reverse stock split
         whereby  each  outstanding  five shares of existing  common  stock were
         exchanged for one share of new common stock. The effect of this reverse
         stock split was to reduce the number of issued and  outstanding  common
         shares to  approximately  3,954,000.  The effects of this reverse split
         have been retroactively applied to all per share calculations.

          The  weighted  average  numbers  of  shares  outstanding  used  in the
          calculations are as follows:
<TABLE>
<CAPTION>
<S>                                                        <C>                <C>

                                                                Three Months Ended
                                                         June 30, 2005      June 30, 2004
                                                         -------------      -------------
         Weighted Average Shares Outstanding- Basic        3,969,108          3,645,236
         Assumed Conversion of Stock Options                     -0-               -0-
                                                           ---------          ---------
         Weighted Average Shares Outstanding- Diluted      3,969,108          3,645,236
                                                           =========          =========
</TABLE>


                                     Page 6
<PAGE>

         NOTE 4:  INCOME TAXES
                  ------------

         In  accordance  with  "Statement  of  Accounting   Standards  No.  109,
         Accounting for Income Taxes" (SFAS 109), the primary  components of the
         Company's deferred tax assets and liabilities and the related valuation
         allowance are as follows (in 000's):
                                                  June 30, 2005   March 31, 2005
                                                  -------------   --------------
              Assets:
               Uniform capitalization adjustment    $    38         $     50
               Net operating loss carryforward        1,081              938
               Investment tax credits                   144              144
               Asset impairment                         720              720
               Capital loss                             162              149
               Valuation reserve                     (1,102)            (880)
               Other                                     64               64
                                                   --------         ---------
                                                      1,107             1,185
                                                   --------         ---------
             Liabilities:
               Accelerated depreciation             ( 1,147)           (1,185)
                                                   --------         ---------
                                                    ( 1,147)           (1,185)
                                                   --------         ---------
             Net deferred tax asset (liability)    $    (40)        $      -0-
                                                  ===========      ===========

         At June 30, 2005, the Company had net operating loss  carryforwards of
         approximately $2,922,000 expiring from 2006 to 2012.


         NOTE 5:  CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES
                  -------------------------------------------------------

         The following  supplemental  information is disclosed  pursuant to the
         requirements of Financial  Accounting  Standards Board's "Statement of
         Accounting Standards No 95, Statement of Cash Flows".

                                                         3 Months Ended June 30,
                                                         -----------------------
                                                               (in 000's)
                                                                ---------
                                                           2005           2004
                                                          -----           ----
                Cash payments for interest               $  180           $115
                Issuance of stock to 401(K) plan         $   24           $ 21


         NOTE 6: DEBT OFFERING
                 -------------

         On May 10, 2005, two officer/directors and four unaffiliated  investors
         loaned the Company, $150,000 and $300,000,  respectively or $450,000 in
         the aggregate. Such loans are evidenced by promissory notes bearing 10%
         interest,  and have payment  terms as follows:  (a)  interest  shall be
         payable  monthly in arrears  commencing on June 15, 2005; and (b) seven
         (7) monthly  payments of  sixty-four  thousand  two hundred  eighty-six
         ($64,286)  dollars of principal in the aggregate  together with accrued
         and unpaid interest  commencing June 15, 2006, and maturing on December
         31, 2006.  Further,  the investors received warrants to purchase common
         stock at an exercise price of $1.40 per share. The warrants expire June
         30,  2008,  and  provide for the  purchase of 225,000  shares of common
         stock in the  aggregate.  The  Company  did not  record a  discount  in
         connection  with  the  issuance  of the  warrants  noted  above  as the
         aggregate  fair value of such warrants was  determined to be immaterial
         in nature.

         NOTE 7: FINANCIAL ACCOUNTING STANDARDS
                 ------------------------------

         In July  2002,  the  Public  Company  Accounting  Reform  and  Investor
         Protection Act of 2002 (the  Sarbanes-Oxley  Act) was enacted.  Section
         404  of  this  act   stipulates   that  public   companies   must  take


                                     Page 7
<PAGE>

         responsibility for maintaining an effective system of internal control.
         The  act  further   requires   public   companies   to  report  on  the
         effectiveness  of their control over financial  reporting and obtain an
         attest  report  from their  independent  registered  public  accountant
         confirming  the Company's  conclusions.  The Company is not required to
         comply with Section 404 until the fiscal year ending March 31, 2007.

         In November 2004,  the Financial  Accounting  Standards  Board ("FASB")
         issued SFAS No. 151,  "Inventory  Costs - an  amendment  of ARB No. 43,
         Chapter  4". This  statement  clarifies  the  accounting  for  abnormal
         amounts of idle facility  expense,  freight  handling  costs and wasted
         material (spoilage) requiring that these costs be recognized as current
         period charges.  SFAS No. 151 is effective  prospectively for inventory
         costs  incurred  during  fiscal  years  beginning  after June 15, 2005.
         Management  does  not  expect  the  adoption  SFAS  No.  151 to  have a
         significant impact on the Company's financial statements.

         In December  2004,  the FASB issued  SFAS No.  153,  "Exchanges  of Non
         monetary  Assets - an  amendment  of APB Opinion No. 29".  SFAS No. 153
         amends  Accounting  Principles  Board ("APB") Opinion 29 concerning the
         accounting   for   exchanges  of  similar   productive   assets.   Such
         transactions should be accounted for at fair value, the basic principle
         for non  monetary  transaction,  unless the exchange  lacks  commercial
         substance.  The Company will adopt SFAS No. 153 in fiscal year 2006 and
         does  not  expect  it to have a  significant  impact  on the  Company's
         consolidated financial statements.

         In December 2004, the FASB issued SFAS No. 123 (revised  2004),  "Share
         Based  Payment",  replacing SFAS No. 123,  "Accounting  for Stock-Based
         Compensation,"  and superseding  APB Opinion 25,  "Accounting for Stock
         Issued to  Employees."  SFAS No. 123 (revised  2004)  requires that the
         cost  of  share-based  payment   transactions   (including  those  with
         employees and non-employees) be recognized as compensation costs in the
         financial   statements.   The  revised  SFAS  No.123   applies  to  all
         share-based  payment  transactions in which an entity acquires goods or
         services by issuing (or offering to issue) its shares,  share  options,
         or other  equity  instruments  or by incurring  liabilities  in amounts
         based  (even in part) on the  price  of the  entity's  shares  or other
         equity instruments,  or that require (or may require) settlement by the
         issuance  of an  entity's  shares  or other  equity  instruments.  This
         statement  applies  to all  new  awards  granted  during  fiscal  years
         beginning  after June 15, 2005 and to previous awards that are modified
         or cancelled  after such date. The Company has not fully  evaluated the
         effect of SFAS No. 123 (revised  2004) on the financial  statements and
         has not  determined  the method of  adoption  it will use to  implement
         revised SFAS No. 123.


         NOTE 8: SEGMENT FINANCIAL DATA
                 ----------------------

         The  Company's  operations  consist  of  two  business  segments:  heat
         transfer  products and automotive  products.  The heat transfer segment
         includes operations  associated with the production of surface enhanced
         tube  technology  for the heating and  cooling  industries  and related
         applications. The automotive products segment includes those operations
         associated with producing component parts, as a second tier supplier to
         the  automotive  industry.  Reporting by such  segments is based on the
         significance of the revenues and expenses.

         Information  with  respect to the  Company's  business  segments  is as
         follows (000's):
<TABLE>
<CAPTION>
<S>                                                            <C>         <C>
                                                                   2005        2004
                                                                   ----        ----
         Revenues:
          Heat Transfer Products ...........................   $  4,534    $  4,213
          Automotive Products ..............................      3,568       1,412
                                                               --------    --------
          Total consolidated revenue .......................   $  8,102    $  5,625
                                                               ========    ========


                                     Page 8
<PAGE>
                                                                   2005        2004
                                                                   ----        ----


          Depreciation and amortization:
          Heat Transfer Products ...........................   $     93    $     94
          Automotive Products ..............................        110          87
                                                               --------    --------
          Total consolidated depreciation and amortization .   $    203    $    181
                                                               ========    ========

          Interest expense:
          Heat Transfer Products ...........................   $    117    $     90
          Automotive Products ..............................         63          25
                                                               --------    --------
          Total consolidated interest expense ..............   $    180    $    115
                                                               ========    ========

          Income (loss) from operations before Income taxes:
          Heat Transfer Products ...........................   $    310    $    468
          Automotive Products ..............................        (75)        (80)
                                                               --------    --------
          Total consolidated operations before income taxes    $    235    $    388
                                                               ========    ========

          Capital expenditures:
          Heat Transfer Products ...........................   $     98    $    108
          Automotive Products ..............................         64          25
                                                               --------    --------
          Total consolidated capital expenditures ..........   $    162    $    133
                                                               ========    ========

          Segment assets:
          Heat Transfer Products ...........................   $ 13,536    $ 11,706
          Automotive Products ..............................      3,845       6,200
                                                               --------    --------
          Total consolidated segment assets ................   $ 17,381    $ 17,906
                                                               ========    ========
</TABLE>


         NOTE 9: SUBSEQUENT EVENTS
                 -----------------

         On  July  5,  2005,  the  Company  and  its  Vulcan  Industries,   Inc.
         subsidiary,  received  a notice of  default  dated July 1, 2005 from an
         equipment finance  institution on a term loan secured by equipment.  On
         July 6, 2005, the Company  received a notice from its bank stating that
         it was in default of the bank's  term loan as a result of,  among other
         reasons, the acceleration of the equipment term loan.

         On July 18, 2005,  the Company  consummated  an agreement  with a major
         customer whereby the customer purchased certain manufacturing equipment
         located in the Vulcan  facility  by paying the  balance on the  related
         outstanding debt due the equipment finance institution plus half of the
         balance  due on a term  loan to the  City  of  Sturgis,  Michigan.  The
         Company  recognized an impairment  loss on these  long-lived  assets of
         $367,052 at March 31, 2005. The payoff of this debt was made during the
         grace period allowed by the financial  institution.  The balance of the
         City of Sturgis  debt was paid by the Company  with  proceeds  from its
         bank.  As  these  loans  were  paid  in  full,  the  equipment  finance
         institution  and the City each released the Company and Vulcan from any
         further obligation. As the manufacturing equipment sold was expected to
         be used to generate a  significant  portion of the future cash flows of
         Vulcan, the Company reviewed the intangibles  related to this reporting
         unit and an impairment  loss of $1,742,770 was recorded during the year
         ended March 31, 2005.

         On July 27,  2005,  the Company and its bank  entered into an agreement
         whereby  the bank waived  existing  defaults  and  modified a financial
         covenant to exclude the  operations of Vulcan.  The agreement  does not
         waive the demand rights the bank has on a term loan dated July 30, 2003
         (with a balance of $443,326,  reflected as a current  liability at June
         30, 2005).  Vulcan is currently  working with its secured and unsecured


                                     Page 9
<PAGE>

         creditors to restructure its obligations;  the secured  obligations are
         expected to be refinanced  into a term loan on or before  September 30,
         2005.


NOTE 10: COMMITMENTS AND CONTINGENCIES:
         -----------------------------

         During the fiscal year ended March 31, 2005, the Company incurred a net
         loss of $3,609,236 (including an impairment loss of $2,109,822),  which
         relates solely to its Automotive Products segment.  Additionally, as of
         that date,  the  Company's  current  liabilities  exceeded  its current
         assets.  Those factors,  and the subsequent events described in Note 9,
         create an  uncertainty  about the  Company's  ability to  continue as a
         going   concern.   Management  has  developed  a  plan  to  reduce  its
         liabilities  through   negotiations  with  its  secured  and  unsecured
         creditors.  These steps,  if successful,  together with the anticipated
         cash flow from the Heat Transfer  Products  segment provide  management
         with a course of action  they  believe  will allow the  Company to deal
         with the adverse effects and conditions.







                                    Page 10
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         RESULTS OF OPERATIONS
         ---------------------

         Net  sales  for the three  months  ended  June 30,  2005  increased  by
$2,477,000,  or 44%  over  the  prior  year.  Sales  of heat  transfer  products
increased by 8% over fiscal 2005, while sales of automotive  products  increased
by 153% during the same  period.  Consolidated  total  revenues of $8.1  million
represented  a record  level of  shipments  for the  Company for any three month
period.
         The Company  operates  in two  business  segments,  heat  transfer  and
automotive  products.  Heat transfer  products are somewhat  seasonal with lower
customer  demand in the fall months as this period lies  between the heating and
cooling  requirements  in most  regions of the  United  States.  The  automotive
segment is also  seasonal  as new models are  generally  introduced  in the fall
months creating  additional demand during that period shifting demand from other
periods.  Also the  winter  months  tend to have  lower  sales  of  automobiles,
creating a pent up spring demand.
         Significant  risk factors and economic  considerations  associated with
heat transfer  products  include the cost of energy and  incentives  provided by
producers,  sellers and  municipalities  to encourage the use of more  efficient
equipment,  interest rates in the United States and abroad that can stimulate or
depress  purchasing  demand,  the cost and availability of materials used in the
production  of these  products,  and  regulatory  directives  relating to energy
consumption, conservation and environmental issues. Significant risk factors and
economic  considerations  associated with automotive products include incentives
provided by  automobile  manufacturers  to  stimulate  sales,  general  domestic
economic  and  employment  conditions,  interest  and other money  factor  rates
charges by banks and other lenders,  the cost and availability or materials used
in the production of these products,  and regulatory directives relating to fuel
mileage and  environmental  issues, as well as interest of the general public in
the models of automobiles offered for sale.
         As noted in recent filings,  the increase in sales in the heat transfer
segment is due  largely to the strong  housing  market  augmented  by marine air
conditioning  applications  and  commercial/industrial  building HVAC needs. The
Company  has  recently  developed  the  capability  to produce  special  purpose
enhanced  surface tubing in titanium,  an offering that is unique to the markets
it is now serving. Favorable response to this product from swimming pool and spa
heat pump  manufacturers  also  generated  significant  sales during the current
period.
         Automotive product segment shipments increased  dramatically during the
current  quarter  compared to fiscal 2005 as a program  for  automotive  exhaust
system tubing moved into full  production  during the latter stages of the prior
fiscal  year.  In  order  to  support  the  new  business   received  since  the
acquisition,  personnel  were  added  in  manufacturing  engineering,  materials
management and quality control.
          A major  storm in Lower  Michigan  in early  June  caused a multi week
disruption  to operations  that severely  impacted the ability of the company to
meet its manufacturing commitments.  The revenue shortfall eventually led to the
subsidiary  and parent  companies  entering  into an agreement  with its lenders
whereby certain production equipment was sold to a major customer. This resulted
in the  write-off of deferred  items and  impaired  the  carrying  values of the
goodwill and other assets of the subsidiary.  The write off, recorded during the
fiscal year ended March 31, 2005,  constituted a one-time  charge and aggregated
approximately  $3.3 million.  As part of the sale, a significant  amount of debt
was removed from the balance sheet as loans secured by the equipment were repaid
in full.  The  subsidiary  continues to operate the equipment for the benefit of
the customer and is billing the  customer  for such  services.  The loss of this
business  would  severely  impact the ability of the  subsidiary  to continue to
service  its other  customers  as the  overhead  of the  facility  may make such
operations economically unfeasible.
         Cost of sales to produce heat transfer  products  increased from 74% of
net sales in the first  quarter of fiscal 2005 to 76% in the current  year.  The
cost of metals (principally steel, copper, stainless steel and nickel) has risen
sharply during the past eighteen  months to their highest levels in the past six


                                    Page 11
<PAGE>

years and it is uncertain when the market will experience cost relief.  Although
the effects of these cost increases are shared with  customers,  the impact is a
net reduction of gross margin.  Manufacturing overhead expenses increased by 16%
over the prior period of last year as energy costs and other facility  occupancy
expenses were  significantly  higher than fiscal 2005. The automotive  segment's
manufacturing  costs were flat for each reporting  period,  averaging 98% of net
sales for both fiscal 2005 and 2006.
         As a result of the large sales  increase in the current year,  selling,
general and administrative  expenses decreased as a percentage of sales compared
to fiscal 2005,  although  actual  expenses  were higher for the current year to
date period.  Personnel were added in customer  service,  engineering  and other
support  functions at both  operating  subsidiaries  in fiscal 2006. The Company
plans on further  additions to its marketing and  engineering  staff in the heat
transfer segment.
         Interest expense  increased from $115,000 in fiscal 2005 to $181,000 in
the first  quarter of the current  year.  Additions to debt  obligations  in the
current year were necessary to fund business growth and new product development.
The prime rate charged by lending  institutions  also  increased,  adding to the
interest burden absorbed by the Company.
         As a result of the decline in gross  margin,  coupled with the increase
in operating  expenses,  income from operations as a percentage of net sales for
the heat transfer  segment  decreased  from 11% of sales in fiscal 2005 to 7% in
the current period.  The automotive  products  segment suffered from a prolonged
interruption  of  operations  caused  by  weather  and it  incurred  significant
unplanned  expenses  in addition to a loss of  business  described  above.  This
contributed  to the large loss from  operations  recorded by this segment in the
current quarter.


         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

         At  June  30,  2005  consolidated   working  capital  was  a  negative
$3,677,000 compared to a negative  $4,015,000 at March 31, 2005.  Aggregate debt
at June 30, 2005 was  $10,607,000  as compared to $10,437,000 at March 31, 2005.
Of these amounts, long-term debt was $5,124,000 and $4,981,000, respectively. In
July  2005  the  automotive  segment  sold  certain  production  equipment  to a
customer,  resulting in the  repayment of secured debt  obligations  aggregating
$1,784,000.
         In August,  2003 the  Company  purchased  100% of the  common  stock of
Vulcan.  At the date of  acquisition,  Vulcan had  negative  working  capital of
$1,260,000, including short-term debt obligations issued in conjunction with the
acquisition.  During the  balance  of that  fiscal  year,  debt  obligations  of
approximately $2.2 million were incurred to finance  significant  investments in
capital  equipment to support a large customer program with shipments  scheduled
to begin in the summer of 2004.  The program was  delayed by  approximately  six
months, during which time the debt obligations and significant start up expenses
were  funded by Vulcan  and the  Company.  Engineering  changes  and  production
related issues continued to negatively impact operations and cash flow until May
2005 when the company began to generate positive results after implementing lean
manufacturing  practices.  This  improvement  lasted  through  early June when a
weather  related  event  severely  limited  operations  for  several  weeks  and
ultimately led to the sale of certain production equipment to a major customer.
         Capital  expenditures in the automotive  segment  aggregated $64,000 in
the  quarter of fiscal  2006 and  $25,000 in the same  period of the prior year.
Capital expenditures in the heat transfer segment approximated  $100,000 for the
first quarters of both fiscal 2006 and 2005. Capital expenditures for both years
were funded from the revolving lines of credit further  increasing the company's
short term debt load.
         The  Company's  access to credit is expected  to be  adequate  for heat
transfer  products  in the  coming  year  as  increased  revenues  coupled  with
operating  efficiencies  are expected to create  sufficient  availability in its
revolving  line of  credit.  Term debt  financing  to fund  capital  expenditure
programs will be explored with its bank during the coming months. The automotive
product section is currently experiencing an extremely tight credit situation as
its funding  resources were severely taxed by the significant  start-up expenses
of the  major  new  program  and  have  been  further  strained  by  the  recent


                                    Page 12
<PAGE>

interruption of business.  Outside capital aggregating $450,000 was infused into
Vulcan during the current quarter,  however the segment will require substantial
additional financing to fund operating requirements.  Management has developed a
plan to  reduce  its  liabilities  through  negotiations  with its  secured  and
unsecured creditors.  These steps, if successful,  together with the anticipated
cash flow from the heat transfer  products  segment  provide  management  with a
course of action  they  believe  will allow the Company to deal with the adverse
effects and conditions.
         Increases in operating costs continue to play a more  significant  role
in the Company's  day-to-day  operations in both segments as competitive pricing
pressures  have  restricted  the  Company's  ability to fully  recover all added
expenses.  Improvements in  manufacturing  processes and procedures have enabled
the Company to offset a portion of increasing  costs while  continuing  internal
refinements are expected to generate  further cost reductions  during the coming
year.  The  regional  labor  markets  for  qualified  skilled  and  semi-skilled
employees  is  weak  and  a  shortage  of  experienced   technical  support  and
engineering staff is expected to continue for the foreseeable future. Employment
related costs  continue to escalate and the impact on future  periods is unknown
at this time  although the Company is  continually  exploring  opportunities  to
reduce these expenses.

FORWARD LOOKING STATEMENTS
--------------------------

         This report contains certain  forward-looking  statements regarding the
Company,  its business  prospects and results of operations  that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause the  Company's  actual  business,  prospects  and results of operations to
differ  materially  from those that may be anticipated  by such  forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without limitation: the Company's ability to successfully and timely develop and
finance new projects,  the impact of competition on the Company's revenues,  and
changes in unit prices,  supply and demand for the Company's tubing product line
especially in applications  serving the  commercial,  industrial and residential
construction industries.

         When  used,  words  such  as  "believes,"   "anticipates,"   "expects,"
"continue",  "may", "plan", "predict",  "should",  "will", "intends" and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements. Readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  which speak
only as of the date of this report.  The Company  undertakes  no  obligation  to
revise  any   forward-looking   statements   in  order  to  reflect   events  or
circumstances that may subsequently arise. Readers are urged to carefully review
and consider the various  disclosures  made by the Company in this report,  news
releases,  and other reports filed with the Securities  and Exchange  Commission
that  attempt to advise  interested  parties of the risks and  factors  that may
affect the Company's business.

Item 3   CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures -
         Management   believes  that  the  Company's   disclosure  controls  and
procedures,  as defined in the  Securities  Exchange Act of 1934 (the  "Exchange
Act"),  as of the end of the reported  period  provide the material  information
required  to be  disclosed  by the  Company in reports  that it files or submits
under the Exchange Act under the Exchange Act.

(b) Changes in internal controls -
            There were no  significant  changes made and no  corrective  actions
taken in the Company's  internal  controls over financial  reporting or in other
factors that has  materially  affected,  or is  reasonably  likely to materially
affect,  the Company's  internal control over financial  reporting that occurred
during  the  quarter  ended for this  report.  No  significant  deficiencies  or
material  weaknesses  in  such  disclosure  controls  and  procedures  requiring
corrective actions were uncovered.


                                    Page 13
<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES


                           PART II - OTHER INFORMATION
                           ---------------------------


Item 1.  Legal Proceedings.

         There are no material legal proceedings known or threatened against the
Company.

Item 2.  Change in Securities.

         Effective April 18, 2005, the Company had a reverse stock split whereby
each  outstanding  five shares of common stock were  exchanged  for one share of
common stock. The effect of this reverse stock split was to reduce the number of
issued and outstanding  common shares to  approximately  3,954,000 in April. The
effects of this reverse split have been  retroactively  applied to all per share
calculations.

Item 3.  Defaults Upon Senior Securities.

         There have been no defaults of any terms of the Company's securities.

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

         No matters were  submitted to a vote of the  Securities  Holders of the
Company during the quarterly period for which this report is filed.

Item 5.  Other Information.

         None

Item 6.  Exhibits.

     (a) Exhibits:
         --------
         Rule 13a-14(a) / 15d-14(a) Certifications:
            o  Exhibit 31(a)     Certification of Chief Executive Officer.
            o  Exhibit 31(b)     Certification of Chief Financial Officer.

         Section 1350 Certifications:
            o  Exhibit 32(a)     Certification of Chief Executive Officer.
            o  Exhibit 32(b)     Certification of Chief Financial Officer.





                                    Page 14
<PAGE>





                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                 SIGNATURE PAGE
                                 --------------







         In  accordance  with  the  requirements  of  the  Exchange  Act  ,  the
         registrant  caused  this  report  to be  signed  on its  behalf  by the
         undersigned thereunto duly authorized.







                                      THERMODYNETICS, INC.



         Date: August 10, 2005        By:   /s/  Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


         Date: August 10, 2005        By:   /s/  Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer




TDYN 10Q 6-30-05 FINAL 8-10-05





                                    Page 15