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, 2001     Commission File Number: 0-10707


                              THERMODYNETICS, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                    06-1042505
(State or other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

651 Day Hill Road, Windsor, CT                 06095           860-683-2005
(Address of Principal Executive Offices)     (Zip Code)      (Telephone Number)



--------------------------------------------------------------------------------
              (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, 2001
---------------------------                         ----------------------------
Common stock $.01 Par Value                              13,648,110 Shares

Transitional Small Business Disclosure Format     Yes |_|   No  |X|


<PAGE>

                                     Page 10
                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                      INDEX

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

PART I            FINANCIAL INFORMATION

      Item 1.     Financial Statements

                  Consolidated Balance Sheets
                     June 30, 2001 and March 31, 2001......................    3

                  Consolidated Statements of Income and Comprehensive
                     Income Three Months Ended June 30,
                     2001 and 2000.........................................    4

                  Consolidated Statements of Cash Flows
                     Three Months Ended June 30,
                     2001 and 2000.........................................    5

                  Notes to Consolidated Financial Statements...............  6-7

      Item 2.     Management's Discussion and Analysis or
                         Plan of Operation.................................  8-9

PART II           OTHER INFORMATION

      Item 1.     Legal Proceedings........................................   10

      Item 2.     Changes in Securities....................................   10

      Item 3.     Defaults Upon Senior Securities..........................   10

      Item 4.     Submission of Matters to a Vote of Security Holders......   10

      Item 5.     Other Information........................................   10

      Item 6.     Exhibits and Reports on Form 8-K.........................   10

SIGNATURE PAGE ............................................................   11


                                     Page 2
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                            June 30,              March 31,
                                                                             2001                   2001
                                                                             ----                   ----
                                                                          (Unaudited)            (Audited)
                                                                                                 (Restated)
<S>                                                                       <C>                   <C>
     CURRENT ASSETS
       Cash                                                               $      3,466          $     15,283
       Accounts Receivable, Net                                              1,360,342             1,319,100
       Inventories                                                           1,761,173             1,756,837
       Prepaid Expenses and Other Current Assets                               358,128               253,754
                                                                          ------------          ------------
         Total Current Assets                                                3,483,109             3,344,974
                                                                          ------------          ------------

     PROPERTY , PLANT AND EQUIPMENT
       Property, Plant and Equipment - At Cost                              11,428,472            11,328,260
       Less: Accumulated Depreciation                                        5,388,146             5,308,059
                                                                          ------------          ------------
        Property, Plant, and Equipment - Net                                 6,040,326             6,020,201
                                                                          ------------          ------------

     OTHER ASSETS
       Undeveloped Land Held for Investment                                    122,799               121,194
       Intangible Assets - Net of Amortization                                  90,893                91,803
       Officers' Life Insurance                                                745,003               731,374
       Investment in Foreign Company                                           100,000               100,000
       Deposits and Other                                                        9,469                 9,072
       Marketable Equity Securities, at Market                                 111,000                76,960
                                                                          ------------          ------------
         Total Other Assets                                                  1,179,164             1,130,403
                                                                          ------------          ------------

     TOTAL ASSETS                                                         $ 10,702,599          $ 10,495,578
                                                                          ============          ============

                           LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
       Accounts Payable                                                   $  1,454,351          $  1,303,837
       Accrued Taxes and Expenses                                               89,103                80,334
       Current Portion of Long-Term Debt                                       364,800               384,803
       Notes Payable - Bank                                                  1,818,853             1,828,824
                                                                          ------------          ------------
         Total Current Liabilities                                           3,727,107             3,597,798
                                                                          ------------          ------------

     DEFERRED INCOME TAXES                                                      20,000                20,000
     LONG-TERM DEBT                                                          2,838,785             2,929,343

     STOCKHOLDERS' EQUITY
       Common Stock, Par Value $.01/Share,
       Authorized 25,000,000 shares, issued 13,780,008 shares
           at 6/30/01 and 3/31/01                                              137,800               137,800
         Additional Paid-in Capital                                          5,307,398             5,307,398
       Less:  Treasury Stock, 131,898 shares, at Cost                          164,564               164,564
       Less:  Accumulated Other Comprehensive Loss                             333,000               367,040
       Retained Earnings (Deficit)                                            (830,927)             (965,157)
                                                                          ------------          ------------
         Total Stockholders' Equity                                          4,116,707             3,948,437
                                                                          ------------          ------------

     TOTAL LIABILITIES AND                                                $ 10,702,599          $ 10,495,578
       STOCKHOLDERS' EQUITY                                               ============          ============
</TABLE>

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


                                     Page 3
<PAGE>

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

                                                        2001            2000
                                                        ----            ----
                                                                     (Restated)

Net Sales                                          $  3,055,364    $  3,186,844

Cost of Goods Sold                                    2,306,986       2,361,676
                                                   ------------    ------------

Gross Profit                                            748,378         825,168

Selling, General & Administrative Expenses              491,201         515,864
                                                   ------------    ------------

Income From Operations                                  257,177         309,304
                                                   ------------    ------------

Other Income (Expense)
     Interest Expense, Net                             (120,238)       (151,488)
     Other - Net                                         (2,709)            214
                                                   ------------    ------------
     Total Other Income (Expense)                      (122,947)       (151,274)
                                                   ------------    ------------

Income Before Income Taxes                              134,230         158,030

Provision for Income Taxes                                  -0-             -0-
                                                   ------------    ------------

Income Before Cumulative Effect of
   Accounting Change                                    134,230         158,030

Cumulative Effect of Accounting Change, Net
    Of Income Tax Benefit of $53,000                        -0-        (103,846)
                                                   ------------    ------------

Net Income                                              134,230          54,184

Other Comprehensive Income (Loss), net of tax
      Unrealized holding gains during the period         34,040             -0-
                                                   ------------    ------------
                                                         34,040             -0-

Comprehensive Income                               $    168,270    $     54,184
                                                   ------------    ------------

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

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

Weighted Average Shares Outstanding- Basic           13,780,008      13,582,206
                                                   ============    ============
   Weighted Average Shares Outstanding- Diluted      16,109,175      16,756,015
                                                   ============    ============

                   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)

                                                           2001         2000
                                                        ---------    ---------
                                                                     (Restated)
OPERATING ACTIVITIES:
  Net income                                            $ 134,230    $  54,184
     Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:

  Depreciation and amortization                            80,997       80,153
  Deferred tax provision                                      -0-          -0-
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable               150,514       70,585
    Decrease (increase) in prepaid expenses and          (104,771)     (64,514)
        other assets
    Decrease (increase) in accounts receivable            (41,242)    (307,647)
    Decrease (increase) in inventories                     (4,336)    (195,173)
    Increase (decrease) in accrued expenses                 8,769       25,456
                                                        ---------    ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                          224,161     (336,956)
                                                        ---------    ---------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment             (100,212)    (121,486)
  Increase in other investments                            (1,605)      (1,528)
 (Increase ) decrease in officers life insurance          (13,629)      91,295
                                                        ---------    ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES      (115,446)     (31,719)
                                                        ---------    ---------
FINANCING ACTIVITIES
  Net proceeds from revolving and term debt              (120,532)     368,629
                                                        ---------    ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      (120,532)     368,629
                                                        ---------    ---------

INCREASE (DECREASE) IN CASH                               (11,817)         (46)

CASH AT BEGINNING OF PERIOD                                15,283        2,814
                                                        ---------    ---------
CASH AT END OF PERIOD                                   $   3,466    $   2,768
                                                        =========    =========

                   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 generally  accepted  accounting  principles have been condensed or omitted.
The results of operations  for the three months ended June 30, 2001 and June 30,
2000 are not  necessarily  indicative of the results to be expected for the full
year.

NOTE 2: RESTATEMENT OF FINANCIAL INFORMATION

     The Company has restated its financial statements for the period ended June
30, 2000. The restated  financial results reflect  corrections in its accounting
procedures  related to split dollar  insurance  arrangements  maintained  by the
Company.  Retained earnings  (deficit) as of April 1, 2000 has been adjusted for
the effects of the restatement on prior years.

     During the year ended March 31,  2001,  the  Company  changed its method of
computing  the  IRS  section  61  income  related  to  split  dollar   insurance
arrangements  maintained by the Company from the utilization of the government's
PS 58 tables to the insurance carrier's annually renewable term insurance rates.
The Company believes the new method more accurately  reflects the term insurance
costs of the  insurance.  The effect of this change was to decrease the interest
income calculated on the cumulative amounts loaned to certain officers/directors
for their contribution toward the premium payments. The cumulative effect of the
change on prior years, of $103,846, is a one-time charge to income, reflected in
the earliest period in the year the change was made.

The impact of the adjustments on the Company's  financial  results as originally
reported is summarized below:

                                                Three Months Ended June 30, 2000
                                                  As Reported     As Restated
                                                  -----------     -----------
Income before provision for income taxes          $   172,706     $   158,030
Net income                                        $   138,706     $    54,184
Earnings per common share                         $     .01       $     .01
Earnings per common share-assuming dilution       $     .01       $     .01

NOTE 3: INVENTORIES

Inventories consist of the following at:

                                          June 30, 2001       March 31, 2001
                                          -------------       --------------
Raw materials                              $  968,206           $  983,073
Work-in-process                               239,600              239,600
Finished goods                                553,367              534,164
                                           ----------           ----------
                                           $1,761,173           $1,756,837
                                           ==========           ==========

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

NOTE 4: 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,  2001 and June 30,  2000 have been  computed  in  accordance  with this
pronouncement,  based on the weighted  average of outstanding  shares during the
periods.  The  weighted  average  number  of  shares  outstanding  used  in  the
calculations are as follows:


                                     Page 6
<PAGE>

                                                       Three Months Ended
                                                  June 30, 2001   June 30, 2000
                                                  -------------   -------------

Weighted Average Shares Outstanding- (Basic)       13,780,008      13,582,206
Assumed Conversion of Stock Options                 2,329,167       3,173,809
                                                   ----------      ----------
Weighted Average Shares Outstanding- (Diluted)     16,109,175      16,756,015
                                                   ==========      ==========

NOTE 5: INCOME TAXES

     The Company adopted "Statement of Accounting  Standards No. 109, Accounting
For Income Taxes" (SFAS 109)  effective  April 1, 1994.  The statement  requires
that deferred  income taxes reflect the future tax  consequences  of differences
between the tax bases of assets and  liabilities  and their bases for  financial
reporting purposes. In addition, SFAS 109 requires the recognition of future tax
benefits,  such  as  net  operating  loss  carryforwards,  to  the  extent  that
realization of such benefits are more likely than not.

     The primary components of the Company's deferred tax assets and liabilities
and the related valuation allowance are as follows:

                                          June 30, 2001    March 31, 2001
                                          -------------    --------------
Assets:
      Uniform capitalization adjustment   $  21,000          $  22,000
      Net operating loss carryforward       695,000            709,000
      Investment tax credits                144,000            144,000
      Other                                  13,000             14,000
                                          ---------          ---------
                                            873,000            889,000
                                          ---------          ---------
    Liabilities:
      Accelerated depreciation             (893,000)          (909,000)
                                          ---------          ---------
                                           (893,000)          (909,000)
                                          ---------          ---------
    Net deferred tax  asset (liability)   $ (20,000)         $ (20,000)
                                          =========          =========

     At June 30,  2001,  the Company had net  operating  loss  carryforwards  of
approximately $2,016,000 expiring from 2004 to 2011.

NOTE 6: 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,
                                                  2001        2000
                                                  ----        ----
Cash payments for interest                      $120,238   $136,812
Issuance of common stock to 401(k) plan         $    -0-   $ 11,000
Valuation reserve to reflect long-term equity
      securities at market                      $ 34,040   $    -0-

NOTE 7: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The  Company  has  adopted  "Statement  of  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income" (SFAS 130), which  establishes  standards for
reporting and display of comprehensive income and its components (i.e. revenues,
expenses, gains and losses) in a complete set of financial statements. All prior
periods have been restated to conform to the provisions of this statement.


                                     Page 7
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     RESULTS OF OPERATIONS

     Net sales for the three months ended June 30, 2001 totaled  $3,055,364 down
slightly  from the record  level of  $3,186,844,recorded  during the  comparable
quarter of the prior year.

     The strong  sales  performance  in the first  quarter  continued  the trend
started  several years ago, where many of the markets served by the company have
experienced extremely strong requirements for products in the spring months, led
by water  source  heat pump  applications.  This core  business,  spurred by new
housing  starts in many  regions of the US,  continued  to  exhibit  significant
growth. Other markets for coaxial coils,  including swimming pool heat pumps and
marine  space  conditioning  products,  also  contributed  significantly  to the
Company's shipments during the quarter.

     Tempering the growth in residential heat pump  applications was a reduction
in  requirements  from the  commercial  and  industrial  sectors.  Product sales
supporting  these  applications  have  moved  from  being  flat to a  noticeable
downward trend in the latest three month period, reflecting the softness felt in
many areas of the economy.

     Cost of sales  aggregated  approximately  75% of net sales for the  current
period,  versus 74% for the same period last year.  Gross  margins have remained
stagnant as the recovery of increased  costs has been  hampered by the inability
to consistently institute price increases due to global competition and the lack
of demand in some  markets.  Direct  labor unit costs  increased as higher labor
rates  were only  partially  offset by  efficiencies  attributable  to  cellular
manufacturing.  Material costs were  consistent  with prior  periods,  as copper
pricing in the  commodity  markets was stable  although  the  manufacturing  mix
included more material  intensive coils.  Manufacturing  overhead  expenses also
were  somewhat  higher than the June 2000  quarter due to  increases in employee
benefit costs, utility expenses and other occupancy related costs.

     Selling,  general and administrative expenses decreased by $24,663 over the
same period last year.  Changes in staffing levels in various support  functions
were made during the later stages of last fiscal year,  which are now  reflected
as part of lower base  operating  period  costs in fiscal  2002.  As the Company
plans on supplementing its marketing and engineering  staffs during later stages
of the current year, future period expenses are expected to increase.

     The Company is in the process of completing a significant conversion of its
information  processing  systems to an integrated  enterprise  resource planning
model.  The new system will  incorporate  all major  functional  areas including
planning,   procurement,   finance,   costing,   quality  control  and  customer
relationships.

     Interest  expense  decreased  from  $151,488  in the June 2000  quarter  to
$120,238 in the current  period due to  decreases  in the prime  borrowing  rate
charged by banks coupled by the continued  amortization  of term debt related to
buildings and machinery and equipment.

     The Company restated its financial statements for the period ended June 30,
2000 to reflect a change in its  accounting  procedures  related to split dollar
insurance arrangements maintained by the Company. Retained earnings (deficit) as
of April 1, 2000 has been adjusted for the effects of the  restatement  in prior
years. Also during the year ended March 31, 2001, the Company changed its method
of  computing  the IRS  section  61 income  related  to split  dollar  insurance
arrangements  from the  utilization  of the  government's  PS 58  tables  to the
insurance  carrier's  annually  renewable term insurance  rates.  The cumulative
effect of the change on prior years of $103,846, is a one-time charge to income,
reflected in the June 2000 quarter,  the earliest  period in the year the change
was made.


                                     Page 8
<PAGE>

     LIQUIDITY AND CAPITAL RESOURCES

     During the current quarter,  current assets increased by $138,135 and total
assets increased to $10,702,599, a gain of $207,021 over March 31, 2001. Current
liabilities  increased  by a  smaller  margin  ($129,309)  contributing  to  the
improvement in working capital. Accounts receivable increased during the quarter
by  $41,242  reflecting  the  higher  level of  shipments  in the first  quarter
compared to the last three months of the prior fiscal year. Inventories remained
the same despite the higher production levels as finished goods were depleted to
meet customer  requirements.  Inventories are expected to remain at or near this
level during the balance of the fiscal year, based on projected  shipment levels
for the remaining three quarters.

     Investing  activities  relating  to  purchases  of fixed  assets  decreased
slightly from $121,486 during the prior year  comparable  quarter to $100,212 in
the three months ended June 30, 2001.  The amount  receivable  from officer life
insurance  policies increased by $13,629 in the June 2001 quarter resulting form
the funding of premiums during the period.  The receivable  decreased by $91,295
in the restated  three-month period ended June 2000 as a result of the change in
accounting method and correction of the prior year financial statements.

     Net cash  provided by financing  activities  in the quarter  ended June 30,
2000 was  $368,629 as the  increases  in  inventories  and  accounts  receivable
resulted in additional advances against the revolving line of credit. During the
current year period  there was a net  repayment  of term and  revolving  debt of
$120,532.

     Inflation and other cost  increases  have begun to play a more  significant
role in the Company's day to day  operations as  competitive  pricing  pressures
have  restricted  the Company's  ability to fully recover these added  expenses.
Improvements in manufacturing processes and procedures, have enabled the Company
to  offset a  portion  of the  effects  of  inflation  and  continuing  internal
refinements are expected to generate  further cost reductions  during the coming
year. Tightening of the labor markets for skilled and semi-skilled  employees is
expected  to  continue  for the  foreseeable  future,  although  the  impact  on
personnel related costs are unknown at this time.  Further increases in interest
rates charged by financial  institutions  will impact both the Company's cost of
borrowing to fund future  growth as well as the ability of its customers to sell
products in markets sensitive to interest rate fluctuations.

FORWARD LOOKING STATEMENTS

     This quarterly 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.


                                     Page 9
<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.

     No class of  registered  securities  of the  Company  have been  materially
modified,  and no class of registered securities have been materially limited or
qualified by the issuance or  modification  of any other class of  securities of
the Company.

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 and Reports on Form 8-K.

     (a)  No Exhibits have been submitted with this report

     (b)  No reports on Form 8-K were filed  during the  quarter  for which this
          report is filed.


                                    Page 10
<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 13, 2001               By:      /s/  Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President

Date: August 13, 2001               By:      /s/  Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer