UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 812, 2013

ThermoEnergy Corporation (Exact name of registrant as specified in its charter)

Delaware (~~Exact~~State ~~name~~or ofother ~~registrant~~jurisdiction asof ~~specified in its charter~~incorporation)

Delaware

(State or other jurisdiction of incorporation)

33-46104-FW	71-0659511
(Commission File Number)	(IRS Employer Identification No.)

10 New Bond Street, Worcester, Massachusetts	01606
(Address of principal executive offices)	(Zip Code)

(508) 854-1628 (Registrant’s telephone number, including area code)

(Registrant’s telephone number, including area code)

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. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.~~01.~~03 ~~Changes~~Amendments into ~~Registrant’s~~Articles ~~Certifying~~of ~~Accountant~~Incorporation or Bylaws; Change in Fiscal Year.

On July 812, 2013, ~~the Audit Committee of~~ our Board of Directors approved ~~voted~~an toamendment ~~dismiss~~and ~~Grant~~restatement ~~Thornton~~of ~~LLP (“Grant Thornton”) as~~ our ~~independent registered public accounting firm and~~By-Laws, oneffective ~~the~~immediately. ~~same~~The ~~day,~~amendment ~~engaged~~and ~~Moody,~~restatement ~~Famiglietti~~effects &the ~~Andronico, LLP~~following ~~(“MFA”)~~changes asto our ~~new independent registered public accounting firm. Grant Thornton was notified of its dismissal as our independent registered public accounting firm on July 9, 2013.~~By-Laws:

~~Grant~~(i) ~~Thornton~~Changing ~~had~~the ~~been~~date ~~appointed~~of asthe ~~our independent~~annual ~~registered~~meeting ~~public~~of ~~accounting firm on December 1, 2011. Grant Thornton’s reports on~~ our ~~consolidated~~stockholders ~~financial statements~~from ~~for~~ the ~~years~~second ~~ended~~Tuesday ~~December 31, 2012 and 2011 did not contain any adverse opinion or disclaimer~~ of ~~opinion~~February ~~and were not qualified or modified as~~ to ~~uncertainty,~~the ~~audit~~second ~~scope~~Tuesday ~~or accounting principles, except for emphasis~~ of ~~matter~~November ~~paragraphs which~~in ~~discussed~~each ~~substantial doubt regarding our ability to continue as a going concern.~~year;

~~During~~(ii) ~~the~~Changing ~~fiscal~~references ~~years~~in ~~ended~~Article ~~December 31, 2012~~2 ~~and~~from ~~2011~~“Series ~~and~~B ~~during~~Directors” ~~the~~to ~~interim~~“Series ~~period~~B/C ~~from~~Directors” ~~January~~and 1,providing ~~2013~~that ~~through~~Series ~~the~~B/C ~~date~~Directors weshall ~~notified~~be ~~Grant~~elected ~~Thornton~~by, ofand ~~its~~may ~~dismissal~~be ~~as our~~removed ~~independent~~only ~~registered~~by, ~~public~~the ~~accounting~~holders ~~firm~~of ~~(July~~our 9,Series ~~2013)~~B Convertible Preferred Stock, ~~there~~our ~~were~~Series noB-1 ~~disagreements~~Convertible ~~between~~Preferred usStock and ~~Grant~~our ~~Thornton~~Series ~~on any~~C ~~matter~~Convertible ofPreferred ~~accounting~~Stock ~~principles~~(voting ortogether ~~practices,~~as ~~financial~~a ~~statement~~single ~~disclosure~~class), orto ~~auditing~~implement ~~scope~~identical orprovisions ~~procedures,~~for ~~which,~~the ifelection ~~not resolved~~and toremoval ~~the~~of ~~satisfaction~~Directors ofset ~~Grant~~forth ~~Thornton,~~in ~~would~~an ~~have~~Amendment ~~caused~~to ~~Grant~~our ~~Thornton~~Certificate toof ~~make~~Incorporation ~~reference~~approved toby ~~the~~our ~~matter~~stockholders inon ~~their~~March ~~reports.~~20, 2013;

In connection with its audits of our financial statements for the fiscal years ended December 31, 2012 and 2011, Grant Thornton advised us of certain matters involving our internal controls over financial reporting that Grant Thornton considered to be material weaknesses. Our Audit Committee discussed such matters with Grant Thornton and we have undertaken, but not yet fully implemented, efforts to correct the deficiencies in internal controls identified by Grant Thornton. We have authorized Grant Thornton to respond fully to MFA concerning such matters. Other than the matters associated with the material weaknesses, there were no “reportable events” (~~as described in Item 304(a~~iii)~~(1)(v)~~ ~~of Regulation S~~Re-K)designating ~~during~~Articles ~~the fiscal years ended December 31~~5, ~~2012~~6 and ~~2011~~7 oras ~~during the~~Articles ~~interim period from January 1~~7, ~~2013~~5 ~~through~~and ~~July 9~~8, ~~2013.~~respectively; and

We(iv) ~~requested~~Adding ~~Grant~~a ~~Thornton~~new toArticle ~~furnish us~~6 ~~with~~that aprovides ~~letter~~that, ~~addressed~~unless we consent in writing to the ~~Commission~~selection ~~stating~~of ~~whether~~an ~~Grant~~alternative ~~Thornton~~forum, ~~agrees~~the ~~with~~state and federal courts in the ~~above~~State ~~statements.~~of ADelaware ~~copy~~will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of ~~Grant~~the ~~Thornton~~Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s ~~letter~~ stockholders, ~~dated~~(iii) ~~July~~any 9action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, ~~2013~~or (iv) any action asserting a claim governed by the internal affairs doctrine, isin ~~attached~~each case subject to the court’s having personal jurisdiction over the indispensible parties named as ~~Exhibit 16~~defendants.1 Article 6 further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to ~~this~~have ~~Current~~notice ~~Report~~of, onand ~~Form~~consented ~~8-K~~to, the foregoing provision.

~~During~~The ~~the~~Amended ~~fiscal years ended December 31, 2012~~ and ~~2011~~Restated ~~and during the interim period from January 1, 2013 through the date of this Current Report on Form 8~~By-KLaws, ~~neither we~~reflecting ~~nor anyone acting on our behalf consulted MFA regarding~~ the ~~application~~foregoing ~~of accounting principles to a specified transaction~~amendments, ~~either completed~~are orfiled proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and MFA did not provide either a written report or oral advice to us that was a factor considered by us in reaching a decision as ~~to any accounting, auditing, or financial reporting issue. Further, during the fiscal years ended December~~Exhibit ~~31, 2012 and 2011 and during the interim period from January~~ 3.1, ~~2013~~to ~~through the date of~~ this Current Report on Form 8-K, neither we nor anyone acting on our behalf consulted MFA regarding any matter that was either (i) the subject of a disagreement with Grant Thornton, which, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the matter in their reports, or (ii) a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.		Description
16.1		Letter of Grant Thornton LLP, dated July 9, 2013
3.1		Amended and Restated By-Laws of ThermoEnergy Corporation

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.

Date: July 1217, 2013

	ThermoEnergy Corporation
	(Registrant)

	By:	/s/ Gregory M. Landegger
	Name:	Gregory M. Landegger
	Title:	Chief Operating Officer and
		Interim Chief Financial Officer

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