THERMODYNETICS INC
8-K, 2000-12-05
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                       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) November 30, 2000
                                                 -------------------------------

                              THERMODYNETICS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                  860-683-2005
--------------------------------------------------------------------------------
                         (Registrant's telephone number)


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



<PAGE>


Item 4.  Change in Registrant's Certifying Accountant.

     On November 30, 2000,  the Registrant  dismissed its principal  accountant,
DiSanto, Bertoline & Company, P.C., 628 Hebron Avenue, Glastonbury,  Connecticut
06033. The former accountant's reports on the Registrant's  financial statements
for each of the past two years  contained no adverse  opinion or a disclaimer of
opinion,  nor were such reports  qualified or modified as to uncertainty,  audit
scope, or accounting principles. The decision to change accountants was approved
by the Registrant's board of directors.  During the Registrant's two most recent
fiscal years  ending  March 31,  2000,  and during the period from April 1, 2000
through and including November 30, 2000, there were no disagreements between the
Registrant and the former  accountant on any matter of accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope or  procedure.
During the  Registrant's two most recent fiscal years ending March 31, 2000, and
during the period from April 1, 2000  through and  including  November 30, 2000,
the former accountants did not advise the Registrant that: (a) internal controls
necessary for the Registrant to develop  reliable  financial  statements did not
exist; (b) information had come to the former accountant's attention that led it
to no  longer  be able to rely on  management's  representation  or that made it
unwilling to be associated with the financial statements prepared by management;
(c) the former accountant needed to expand significantly the scope of its audit,
or that  information  had come to the former  accountant's  attention  that,  if
further  investigated might have materially impacted the fairness or reliability
of a previously issued audit report or the underlying financial  statements,  or
the  financial  statements  issued or to be issued  covering  the fiscal  period
subsequent to the date of the most recent audited financial statements,  and the
issue was not  resolved  to the former  accountant's  satisfaction  prior to its
dismissal.

     On November 30, 2000 the Registrant  engaged Mahoney Sabol & Company,  LLP,
One State Street,  17th floor,  Hartford,  Connecticut 06103 to be its principal
accountant.  During the  Registrant's  two most recent fiscal years ending March
31, 2000 and during the period from April 1, 2000 through and including November
30,  2000,  the  Registrant  has not  consulted  the  newly  engaged  accountant
regarding:  (a) either the  application  of accounting  principles to a modified
transaction,  completed or proposed,  or the type of audit opinion that might be
rendered on the Registrant's financial statements, and no written report or oral
advice was provided that the new  accountant  concluded was an important  factor
considered  by the  Registrant  in  reaching  a decision  as to the  accounting,
auditing or  financial  reporting  issue;  or (b) any matter that was either the
subject of a disagreement with the former accountant or a reportable event.


<PAGE>


                                   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, thereunto duly authorized.


(Registrant)
THERMODYNETICS, INC.

By:  /s/Robert A. Lerman
   -------------------------------------
      Robert A. Lerman, President

and by:


By:  /s/Robert I. Lieberman
   -------------------------------------
      Robert I. Lieberman, Treasurer

Date: December 1, 2000



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