8-K

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

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of report (due of earliest event reported) August 31, 2005

                         Commission file number: 0-29346



                                   FRMO CORP.
             (Exact name of registrant as specified in its charter)


                  Delaware                                    13-3754422
(State or other jurisdiction of incorporation               (I.R.S. Employer
            or organization)                               Identification No)



  320 Manville Road, Pleasantville, NY                          10570
(Address of Principal executive offices)                     (Zip Code)



       Registrant's telephone number, including area code: (914) 632-6730



Item 8.0 Other Events

Proposed Spin-Off

On August 31, 2005, the Board of Directors of FRMO Corp. ("FRMO" or the
"registrant") approved the transfer of FRMO's 8.4% equity interest in Kinetics
Advisers, LLC ("Kinetics") to a newly organized Delaware corporation, Fromex
Equity Corp. ("Fromex") in exchange for 3,600,000 shares of Fromex common stock,
representing all of the issued and outstanding capital stock of Fromex. The
transfer is retroactive to, and effective as of, August 31, 2004 with all the
incidences of ownership and entitlements that have accrued or will accrue to
said equity interest from and after September 1, 2004.

At the same date, the Board of Directors declared a dividend, payable in shares
of Fromex common stock of one (1) share of Fromex common stock for each two
hundred (200) shares of FRMO common stock. There are 36,083,774 shares of FRMO
common stock issued and outstanding which will receive a total of 180,418 shares
of Fromex common stock, representing about five (5%) percent of the outstanding
stock of Fromex. It will be paid on October 21, 2005 to FRMO Shareholders as of
the close of business on September 30, 2005. Cash will be paid to shareholders
owning less than 20 shares of FRMO common stock in lieu of issuing fractional
shares of Fromex common stock to which they would otherwise be entitled. This
amount will be determined by the Board of Directors of FRMO or, if the Board
deems it necessary or appropriate by an independent appraisal, of Fromex common
stock.

As reported in FRMO's 8-K Current Report dated June 16, 2005, the ownership of
the 8.4% equity interest in a private company (Kinetics) over which the
registrant has no control, has prevented FRMO from filing audited financial
statements for the fiscal year ended February 28, 2005. Kinetics reports to its
members as it reports in its federal income tax returns, namely on a cash basis.
The spin-off of five (5%) percent of the Fromex stock retroactive to, and
effective as of August 31, 2004, and a potential future sale or distribution by
FRMO of the Fromex shares, may enable the registrant to complete an audit of its
own financial statements by substantially reducing or excluding the
Kinetics/Fromex investment from and after September 1, 2004, the effective date
of the new accounting rule (RITF 03-16) that changed the accounting policy for
treating this investment from the cost (cash) method to the equity (accrual)
method.

The 180,418 shares of common stock of Fromex to be distributed in the spin-off
will be owned of record by fewer than 300 holders and will not be registered
under the Securities Exchange Act of 1934 ("Exchange Act"). Fromex will not be a
reporting company for purposes of the Exchange Act. Its shares may be traded in
the "pink sheets" or in privately negotiated sales so that the liquidity of the
Fromex shares may be reduced as compared to a listing on the NASDAQ-BB, where
FRMO's shares will continue to be traded once its audited financial statements
and Quarterly Reports are current.



Item 9. Exhibits

9.01 Transfer Agreement dated August 31, 2005 between FRMO Corp. and Fromex
Equity Corp.

9.02 Opinion of Tanner McColgan LLP dated August 31, 2005 relating to the
Transfer Agreement and the shares of Fromex Equity Corp.




                                   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.




                                                          FRMO CORP.
                                                      ------------------
                                                         (Registrant)




                                                 By /s/ Steven Bregman
                                                    ------------------------
Date: September 1, 2005                             Steven Bregman, President

EX-9.01

                               TRANSFER AGREEMENT


      Agreement made as of this 31st day of August, 2005 by and between FRMO
Corp. a Delaware corporation, having an office at 320 Manville Road,
Pleasantville, N. Y. 10570 ("FRMO") and Fromex Equity Corp., a Delaware
corporation, having an office at 271 North Avenue, Room 520, New Rochelle, N. Y.
10801 ("Fromex').


                               W I T N E S S E T H

      WHEREAS:

            A. FRMO was the owner as of August 31, 2004 of an 8.42637% equity
interest in Kinetics Advisers, LLC ("Kinetics") and is hereby transferring the
same retroactive to, and effective as of, August 31, 2004, to Fromex in exchange
for 3,600,000 shares of Fromex common stock, representing all of the issued and
outstanding capital stock of Fromex;

            B. Fromex is hereby issuing 3,600,000 shares of its common stock
effective as of August 31, 2004 in exchange for the 8.42637% equity interest in
Kinetics together with all distributions made and to be made by Kinetics after
August 31, 2004 on the said equity interest; and

            C. The parties hereto intend and expressly agree that the transfer
of said equity interest by FRMO and receipt thereof by Fromex shall be, and it
is, retroactive to August 31, 2004 and effective as of that date for all
purposes;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is hereby agreed as follows:

      1. Transfer. FRMO does hereby transfer to Fromex, and Fromex does hereby
accept from FRMO, the 8.42637% equity interest owned by FRMO in Kinetics, said
transfer to be retroactive to, and effective as of, August 31, 2004 for all
purposes, including without limitation the right to receive any and all
distributions which Kinetics has made on said equity interest since August 31,
2004 or will make thereon in the future. In exchange therefor Fromex does hereby
issue to FRMO 3,600,000 shares of Fromex common stock, as of August 31, 2004.

      2. FRMO's Representations. FRMO represents, warrants and agrees with
Fromex, as follows:

            (a) As of August 31, 2004 FRMO was the owner free and clear of any
liens or encumbrances of an 8.42637% equity interest as a member of Kinetics and
has the right to transfer the same herewith to Fromex retroactive to, and
effective as of, August 31, 2004 with all the incidences of ownership and
entitlements that have accrued or will accrue to said equity interest from and
after September 1, 2004.

                                                                    Exhibit 9.01



            (b) FRMO will cause Kinetics to confirm to Fromex that by reason of
this transfer, Fromex will be treated for all purposes as the owner of the
8.42637% interest in Kinetics with entitlement to all the distributions made and
to be made on said equity interest from and after September 1, 2004.

      3. Fromex's Representations. Fromex represents, warrants and agrees with
FRMO as follows.

            (a) Fromex accepts retroactive to, and effective as of, August 31,
2004, the ownership of an 8.42637% interest in Kinetics by way of transfer from
FRMO and agrees that all incidences of ownership and entitlements that have
accrued or will accrue to said equity interest from and after September 1, 2004
shall belong to Fromex for all purposes.

            (b) Fromex has an authorized capital consisting of 5,000,000 shares
of common stock, par value twenty cents ($0.01) per share, of which 3,600.000
shares issued to FRMO herewith are outstanding and are fully paid and
nonassessable shares of common stock of Fromex.

      4. Miscellaneous.

            (a) The parties hereto have agreed to binding arbitration in New
York, N. Y. with respect to any and all disputes relating to or arising under
this Agreement pursuant to the commercial rules then existing of the American
Arbitration Association.

            (b) The parties agree to execute and any all such other and further
instruments and documents, and to take any and all such further actions which
are reasonably required in good faith to effectuate this Agreement and the
intents and purposes hereof.

            (e) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns. This Agreement and all
documents and instruments referred to herein are not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

                                           FRMO CORP.


                                           By /s/ Murray Stahl
                                              --------------------------
                                              Murray Stahl, CEO


                                           FROMEX EQUITY CORP.

                                           By /s/ Steven Bregman
                                              --------------------------
                                              Steven Bregman, President

EX-9.02

                              Tanner McColgan, LLP
                                271 North Avenue
                             New Rochelle, NY 10801
                             (914) 636-3735 EXT 101


                                                                 August 31, 2005
FRMO Corp.
320 Manville Road
Pleasantville, N. Y. 10570

Gentlemen:

      As counsel for FRMO Corp. ("FRMO") we have reviewed (i) the Agreement
("Agreement') between you and Fromex Equity Corp. ("Fromex") dated August 31,
2005 providing for the transfer by you to Fromex, retroactive to, and effective
as of, August 31, 2004 of a 8.42637% equity interest in Kinetics Advisers, LLC
("Kinetics") in exchange for 3,600,000 shares of Fromex common stock, (ii) the
certificates of incorporation and by-laws of FRMO and Fromex, (iii) the
resolutions of the Boards of Directors of FRMO and Fromex relating to the
Agreement and the distribution by FRMO to FRMO's shareholders of 180,418 shares
of Fromex, representing about 5% of the issued and outstanding stock and (iv)
such other instruments and documents as we deemed relevant to this transaction.

      Based upon the foregoing and our review of applicable laws, it is our
opinion that:

      1. The transfer by FRMO to Fromex of the 8.42637% equity interest in
Kinetics is retroactive to, and effective as of, August 31, 2004 in accordance
with the express terms and provisions of the parties' agreement, to which the
applicable law gives full force and effect.

      2. The 180,418 shares of Fromex common stock to be spun-off as of August
31, 2004 to the holders of FRMO common stock in the ratio of one (1) share of
Fromex common stock for each two hundred (200) shares of FRMO common stock will,
when issued in accordance with the resolution referenced to above, be fully paid
and non-assessable shares of common stock of Fromex.


                                                Very truly yours,


                                                /s/ Tanner McColgan, LLP



                                                                    Exhibit 9.02