U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~June~~March 2920, ~~2011~~2012

THERMODYNETICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-10707	06-1042505
[State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Nevada

0-10707

06-1042505

651 Day Hill Road, Windsor, Connecticut	06095
(Address of principal executive offices)	(Zip Code)

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

~~860-683-2005~~651 ~~(Registrant's~~Day ~~telephone~~Hill ~~number)~~Road, Windsor, Connecticut 06095

~~N/A~~ (~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address,~~offices) if(Zip ~~changed since last report.~~Code)

860-683-2005

(Registrant's telephone number)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

[_] ~~Soliciting~~ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~[_] Pre-commencement~~Section ~~communications~~1 ~~pursuant~~- toRegistrant's ~~Rule~~Business ~~14d-2(b)~~and ~~under the~~Operations

~~Exchange~~Item ~~Act~~1.01 ~~(17~~Entry ~~CFR~~into ~~240~~a Material Definitive Agreement.~~14d-2(b))~~

~~[_] Pre-commencement~~On ~~communications~~March ~~pursuant~~20, 2012 the Company entered into the Ninth Amendment to ~~Rule~~a ~~13e-4~~May 2011 Purchase and Sale Agreement (cthe "Purchase Agreement") ~~under~~for the sale by the Company, as the seller, of one of its real estate properties: 50 Baker Hollow Road, Windsor, Connecticut (the "Property").

~~Exchange~~The ~~Act~~buyer ~~(17~~was ~~CFR~~Baker ~~240.13e-4(~~Hollow Road, LLC, a Connecticut limited liability company, with its principal offices at c/o 111 Broad Brook Road, Enfield, Connecticut (the “Buyer”)).

~~Thermodynetics~~The Purchase Agreement provided for the sale of the Property for the purchase price of eight hundred seventy-five thousand ($875,000) ~~Inc~~dollars before fees, adjustments and transaction expenses. ~~Page~~The purchase price was paid at closing; however a balance of $2,500 ~~Form~~was ~~8-K~~placed in escrow pending a property tax penalty appeal. The Company paid off its mortgage in full which was secured by the Property with the proceeds.

Section 82 - ~~Other~~Financial ~~Events~~Information

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

~~The~~On ~~Board~~March of20, ~~Directors~~2012 ~~of Thermodynetics has approved~~ the ~~distribution~~Company ofsold aone ~~dividend to shareholders~~ of ~~record~~its onreal ~~July~~estate ~~15,~~properties: ~~2011~~50 inBaker aHollow ~~spin-off transaction. Those shareholders who are owners of at least 1~~Road,~~000~~ ~~shares of Thermodynetics common stock are receiving shares of TPI Systems~~Windsor, ~~Inc.~~Connecticut (the "~~TPI~~Property") onin a ~~one-for-one~~private ~~(1:1) pro rata basis~~sale. ~~All~~ other Thermodynetics shareholders, being those holding less than 1,000 shares of Thermodynetics, are receiving a distribution of $0.0002 per share for each of the shares, pro rata, they owned of Thermodynetics as of the record date. There is no effect on any holdings in Thermodynetics.

The ~~dividend~~Buyer inis ~~stock~~identified ~~will~~in ~~equal~~Item at1.01 ~~least~~of ~~80%~~this ~~and~~report. noOther ~~more~~ than ~~85%~~with ofrespect to the ~~now~~transaction ~~outstanding~~reported ~~shares~~herein ofthe ~~TPI,~~Buyer ~~and~~has no relationship with the ~~parent~~Company isor ~~retaining~~any business or personal relationship with any of the ~~remaining~~officers ~~shares~~or directors of the Company.

~~TPI~~The ~~has~~purchase ~~nominal~~price ~~assets~~and its terms are described in Item 1.01 of this report. The purchase price was arrived at through arm's-length negotiations and ~~therefore~~was based upon the ~~shares~~market ~~have~~price ~~nominal~~of ~~value~~the ~~and~~real ~~have~~estate, ~~been~~after ~~valued~~negotiations, byand taking into account the ~~Thermodynetics~~environmental ~~Board~~condition and State of ~~Directors~~Connecticut atDepartment ~~$0.0002~~of ~~per~~Energy ~~share~~and Environmental Protection regulations with respect to a defined “Establishment” under Section 22a-134(3) of the Connecticut General Statutes and the Transfer Act filing.

The TPI shares will not trade since no registration or claim for exemption permitting trading has been made to the U.S. Securities and Exchange Commission (the "SEC") or any state securities administrator; at this time there are no plans to seek such classification. The shares are classified as restricted shares and a restrictive stock legend has been imprinted on the certificates that are being distributed; stop transfer instructions have been issued to TPI’s transfer agent.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit 209.1 The ~~proposed~~Ninth ~~letter~~Amendment to ~~shareholders~~the Purchase and Sale Agreement is attached as Exhibit 209.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

(Registrant) ~~THERMODYNETICS, INC. By: /s/ Robert A. Lerman Robert A. Lerman, President Date: July 5, 2011~~

THERMODYNETICS, INC.

By: /s/ Robert A. Lerman

Robert A. Lerman, President

Date: March 23, 2012

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