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

                                  FORM 10-KSB/A
                               Amendment Number 1

ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999


                         Commission File Number 33-19584

                              POWERCOLD CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

              Nevada                                   23-2582701
     -------------------------             ----------------------------------
     (State  of  Incorporation)           (IRS  Employer  Identification  No.)

        103  Guadalupe  Drive  Cibolo,  Texas            78108
     --------------------------------------------       ---------
     (Address  of  principal  executive  offices)      (Zip  Code)

             Issuer's  telephone  number:     210  659-8450

      Securities registered under Section 12(b) of the Exchange Act:  None

      Securities registered under Section 12(g) of the Exchange Act:  None

     Common Stock,  $0.001 Par Value          OTC Electronic Bulletin Board

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the past 90 days.  [X] Yes  [ ] No

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [X]

The  issuer's  revenues  for its most recent fiscal year:            $541,238.00

The  aggregate  market  value  of  voting  stock  held  by non-affiliates of the
Registrant  was approximately $2,258,284, which is based on the closing price of
$0.5625  on December 31, 1999.  The number of shares of Common Stock outstanding
on  December  31,  1999  was  22,876,641.  (15,000,000  shares were subsequently
canceled  on  April  3,  2000)

Documents  Incorporated  By  Reference:     None


Transitional  Small  Business  Disclosure  Format:     Yes  [  ]  No  [X]

<PAGE>                                  1

R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION








                              POWERCOLD CORPORATION
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

                           (WITH INDEPENDENT AUDITORS'
                                 REPORT THEREON)


                     POWERCOLD CORPORATION AND SUBSIDIARIES

                                      INDEX


Independent  Auditors'  Report

Consolidated  Financial  Statements:

Balance  Sheets  -  December  31,  1999  and  1998

Statements  of  Operations  -  Years  ended  December  31,  1999  and  1998

Statements of Stockholders' Equity  -  Years ended December 31, 1999 and 1998

Statements  of  Cash  Flows  -  Years  ended  December  31,  1999  and  1998

Notes  to  Consolidated  Financial  Statements






















<PAGE>
R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION

7171  Harwin  Drive,  Suite  306
Houston,  Texas  77036-2197
Tel:  (713)  266-0691  Fax:  (713)  266-0692
E-Mail:  Rebassie@aol.com

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The  Board  of  Directors
PowerCold  Corporation:

We  have  audited  the  consolidated  balance sheet of PowerCold Corporation and
subsidiaries as of December 31, 1999, and the related consolidated statements of
operations,  changes  in  stockholders'  equity,  and  cash flows for year ended
December   31,  1999.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements based on our audit.  The
consolidated  financial statements of the Company for 1998 were audited by other
auditors,  whose  report, dated March 5, 1999, included an explanatory paragraph
describing  the  uncertainty  of  the  recovery of the Company's primary assets,
comprising  patent  rights  and  related  technology of $441,078 and goodwill of
$125,925.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about   whether  the  financial  statements   are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position of PowerCold and
subsidiaries  as  of  December  31, 1999 and the results of their operations and
their  cash flows for the year then ended, in conformity with generally accepted
accounting  principles.

As  shown  in  the consolidated financial statements, the Company incurred a net
loss  of  $1,075,265  for  1999  and  $1,690,187 for 1998.  At December 31, 1999
current  liabilities  exceed  current  assets  by $531, 997.  These factors, and
other  discussed  in  Note  16  to  the  consolidated financial statements raise
substantial  doubt  about  the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments relating to
the  recoverability  and  classification  of recorded assets, or the amounts and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.


                    /s/  R.  E.  Bassie  &  Co.,  P.C.

Houston,  Texas
March  30, 2000





<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
<TABLE>
           Assets                                         1999            1998
           ------                                   ---------------  ---------------
<S>                                                 <C>              <C>
Current  assets:
  Cash                                              $       14,455   $       21,781
  Restricted cash (notes 4 and 6)                              -            400,000
  Trade accounts receivable, net of allowance
    for doubtful accounts of $ 138,379 in 1999
    and $84,533 in 1998                                     150,791           6,313
  Receivable from Channel Freeze Technologies               274,910             -
  Receivables from related parties                            1,312          72,618
  Interest receivable                                           -             9,918
  Refundable income taxes                                    52,222         124,156
  Inventories                                                34,993         156,699
  Prepaid expenses                                           69,347          62,511
                                                     ---------------  --------------
                       Total current assets                 598,030         853,996
                                                     ---------------  --------------
  Securities available for sale                                 -            32,500
  Investment in affiliate (note 3)                          621,092         825,988
  Property and equipment, net (note 5)                       24,301          42,483
  Patent rights and related technology net                  374,003         441,078
  Goodwill, net                                             115,398         125,925
                                                     ---------------  --------------
                         Total assets                $    1,732,824   $   2,321,970
                                                     ===============  ===============
                      Liabilities and Stockholders' Equity
Current  liabilities:
  Accounts payable and accrued expenses                     672,533         697,934
  Commissions payable                                        67,298          42,240
  Advances from affiliates (note 2)                         365,254             -
  Notes payable (note 6)                                     21,378         424,203
  Current installments of long-term debt (note 7)             3,564             -
                                                     ---------------  --------------
                  Total current liabilities               1,130,027       1,164,377
  Long-term debt, less current installments (note 7)          9,609             -
                                                     ---------------  --------------
                      Total liabilities                   1,139,636       1,164,377
                                                     ---------------  --------------
Stockholders'  equity  (notes  2  and  8):
  Convertible, preferred stock, Series A, $.001
    par value, $1,000,000 in liquidation, 1,250,000
   shares authorized, issued, and outstanding                 1,250           1,250
  Common stock, $.001 par value. Authorized 200,000,000
    shares: issued and outstanding, 7,876,641 shares
    in 1999 and 6,834,136 shares in 1998                      7,876           6,834
  Additional paid-in capital                              6,044,092       5,534,274
  Accumulated deficits                                   (5,451,530)     (4,376,265)
                                                     ---------------  --------------
                                                            601,688       1,166,093
  Less receivables for stock subscription                     8,500           8,500
                                                     ---------------  --------------
                Total stockholders' equity                  593,188       1,157,593
Commitments  and  contingent  liabilities                       -               -
                                                     ---------------  --------------
       Total liabilities and stockholders' equity    $    1,732,824   $   2,321,970
                                                     ===============  ==============
</TABLE>  See  accompanying  notes  to  consolidated  financial  statements.
<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 1999 and 1998
<TABLE>
                                                          1999            1998
                                                    ---------------  ---------------
<S>                                                 <C>              <C>
Revenues
  Product sales                                     $      442,545   $      148,659
  Services                                                  98,693          293,513
                                                    ---------------  ---------------
                         Total revenues                    541,238          442,172
                                                    ---------------  ---------------

Cost  of  Revenue:
  Product sales                                            349,804          119,532
  Services                                                  68,403          276,923
                                                    ---------------  ---------------
                      Total cost of revenue                418,207          396,455
                                                    ---------------  ---------------

Gross margin                                               123,031           45,717

Operating  expenses:
  Sales and marketing                                          -            509,464
  General and administrative                               916,127          584,368
  Allowance for doubtful accounts                           (2,755)             -
  Research and development                                     -             55,229
  Depreciation and amortization                            111,421           99,957
                                                    ---------------  ---------------
                     Total operating expenses            1,024,793        1,249,018
                                                    ---------------  ---------------
Operating loss                                            (901,762)       (1,203,301)
Other  income  (expense):
  Interest and other income                                    -            137,393
  Interest and other expense                               (71,676)         (31,289)
  Write-off of advances to affiliate                           -           (557,145)
                                                    ---------------  ---------------
                Total other income (expense)               (71,676)        (451,041)
                                                    ---------------  ---------------
Loss before provision for income taxes                    (973,438)      (1,654,342)

Provision for federal income expenses                          -                -

Net loss before losses of unconsolidated affiliates       (973,438)      (1,654,342)

Equity in loss of unconsolidated
  affiliates (note 3)                                     (103,462)         (35,845)
                                                    ---------------  ---------------
                                  Net loss          $   (1,076,900)  $   (1,690,187)
                                                    ===============  ===============

Basic  earnings  per  common  share:
  Loss from operations                              $        (0.14)  $        (0.19)
                                                    ===============  ===============
  Net loss                                          $        (0.15)  $        (0.27)
                                                    ===============  ===============
  Weighted average number of shares                      7,106,638        6,376,647
                                                    ===============  ===============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December  31, 1999 and 1998


*begin 8 pt type*
<TABLE>
                                                       Additional                     Stock          Total
                            Preferred      Common        Paid-in     Accumulated   Subscription   Stockholders'
                              Stock         Stock        Capital       Deficit      Receivable       Equity
                           ------------  ------------  ------------  ------------  -------------  --------------
<S>                        <C>           <C>           <C>           <C>           <C>            <C>
Balance, December 31, 1997 $       -     $     5,995   $ 4,100,799   $(2,686,078)        (8,500)  $  1,412,216

Issuance of preferred
  stock Series A                 1,250           -         978,246           -              -          979,496
Issuance of common stock
  for cash                         -             118        99,882           -              -          100,000

Issuance of common stock
  for services                     -             621       293,447           -              -          294,068

Issuance of common stock
  for purchase of
  subsidiary                        -            100        62,900            -             -          63,000

Amounts due from stockholders       -            -          (1,000)           -             -          (1,000)

Net loss                            -            -             -       (1,690,187)          -      (1,690,187)
                           ------------  ------------  ------------  ------------  -------------  --------------

Balance, December 31, 1998        1,250        6,834     5,534,274     (4,376,265)       (8,500)    1,157,593

Issuance of common stock
  for services                     -             483       161,627            -             -         162,110

Issuance of common stock
  for cash                         -             559       348,191           -              -         348,750

Net loss                           -             -             -      (1,075,265)           -      (1,075,265)
                           ------------  ------------  ------------  ------------  -------------  --------------

Balance, December 31, 1999       1,250         7,876   $ 6,044,092   $(5,451,530)  $     (8,500)  $    593,188
                           ============  ============  ============  ============  =============  =============
</TABLE>
*end 8pt type*





















See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1999 and 1998

<TABLE>
                                                          1999            1998
                                                    ---------------  ---------------
<S>                                                 <C>              <C>

Cash  flows  from  operating  activities:

  Net loss                                          $   (1,075,265)  $   (1,690,187)
  Adjustments to reconcile net loss to net
  cash  used  in  operating  activities:
    Depreciation and amortization                          111,421           99,937
    Gain on sale of investment in
      unconsolidated affiliate                                 -            (37,121)
    Loss realized on disposition of subsidiary                 -              6,028
    Equity in loss of unconsolidated affiliates            103,462           35,845
    Write-off of advances to affiliate                         -            557,145
    Provision for doubtful accounts                            -             76,815
    Issuance of common stock for services                  162,110          294,068
    (Increase) decrease in accounts receivable             (43,044)          10,098
    Increase in receivable from Channel Freeze            (274,910)             -
    Decrease in receivable from related party               71,306              -
    Decrease in interest receivable                          9,918              -
    Decrease in refundable income taxes                     71,934              -
     (Increase) decrease in inventories                    121,706          (87,617)
    Increase in prepaid expenses                            (6,836)         (49,349)
    Increase  (decrease) in accounts payable
      and accrued expenses                                 (25,401)          66,007
    Increase in commissions payable                         25,058           42,240
    Decrease in federal income taxes payable                   -            (74,156)
                                                    ---------------  ---------------
Net cash used in operating activities                     (748,541)        (750,247)
                                                    ---------------  ---------------

Cash  flows  from  investing  activities:

  Purchase of property and equipment                           -             (3,637)
Cash received from acquired subsidiaries                       -           (572,095)
Proceeds from sale of investment in
  unconsolidated affiliate                                     -             44,984
Cash released from escrow related to sale
  of subsidiary                                                -            200,000
Proceeds from sale of securities available for sale         32,500         (234,152)
Release of restriction on cash                             400,000              -
Purchase of securities available for sale                      -             81,716
Increase in advances from affiliate                        365,254              -
Decrease in advances to affiliate                              -            160,347
                                                    ---------------  ---------------
Net cash provided by (used in) investing activities        797,754         (322,837)
                                                    ---------------  ---------------
</TABLE>






See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1999 and 1998

<TABLE>
                                                          1999            1998
                                                    ---------------  ---------------
<S>                                                 <C>              <C>

Cash  flows  from  financing  activities:
Principal payments on long-term debt                        (2,464)             -
Proceeds from short-term borrowings                            -             25,061
Principal payments on short-term notes payable            (402,825)         (11,966)
Proceeds from issuance of shares under
  private placement                                        348,750         100,000
Proceeds from sales of preferred stock                         -           979,496
                                                    ---------------  ---------------
Net cash provided by (used in) financing activities        (56,539)       1,092,591
                                                    ---------------  ---------------
Net increase (decrease) in cash                             (7,326)          19,507
Cash at beginning of year                                   21,781            2,274
                                                    ---------------  ---------------
Cash at end of year                                 $       14,455   $       21,781
                                                    ===============  ===============

Supplemental schedule of cash flow information:

  Interest paid                                     $       50,628   $       25,261
                                                    ===============  ===============
  Cash paid for income taxes                        $          -     $       74,156
                                                    ===============  ===============
Noncash  investing  activities:
  Unrealized gain (loss) on securities
    available for sale                              $          -     $           50
                                                    ===============  ===============
Noncash  financing  activities:
  Issuance of common stock for purchase of
    subsidiary                                      $         -      $       63,000
                                                    ===============  ===============
  Direct financing provided for investment
    in  unconsolidated affiliate                    $         -      $      300,000
                                                    ===============  ===============
</TABLE>

















See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

THE  COMPANY

PowerCold  Corporation,  formally  International  Cryogenic Systems Corporation,
(the  Company)  was  incorporated  on October 7, 1987 in the state of Nevada and
operates  in  one  business   market,  the  development,   design,  manufacture,
distribution,  and  servicing of refrigeration systems.  The Company derives its
revenues from three principal product lines.  The first is a line of evaporative
heat  exchange  systems for the HVAC and refrigeration and carbon dioxide system
design.  As  part  of  this  product  line, the company also provides operation,
maintenance,  and  safety  seminars  for  ammonia  refrigeration technicians and
supervisors.  The third line is the design and production of unique products for
the  refrigeration  industry.

On  December  28,  1992, The Company acquired the patent rights (U.S. Patent No.
4,928,492) and related engineering and technology to a process of quick freezing
food  products,  and  cleaning  and treating various nonfood products by using a
circulating  cryogenic liquid in a closed pressurized vessel system, in exchange
for  2,414,083  shares  of common stock.  Two directors of the Company were also
directors  of  the  company  selling  such  patent  rights.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries, after elimination of Intercompany accounts and
transactions.   Wholly  owned  subsidiaries  of  the  Company  in  1999  include
Technicold  Services,  Inc.,  RealCold Products, Inc., Nauticon Inc., and Rotary
Power  Enterprise,  Inc.

PROPERTY  AND  EQUIPMENT  AND  DEPRECIATION

Property  and  equipment  are  stated  at  cost.  Depreciation  of  property and
equipment is calculated using the straight-line method over the estimated useful
lives  of  the  assets,  which  range  from  three  to  ten  years.

EARNINGS  PER  SHARE

Earnings  (losses)  per common share have been computed by dividing net earnings
(losses)  by the weighted average number of common shares outstanding during the
respective  periods.

STATEMENTS  OF  CASH  FLOWS

For  purposes  of the statements of cash flows, the Company considers all highly
liquid  investments  with original maturities of three months or less to be cash
equivalents.

INVESTMENTS

Investments  consist of marketable equity securities (common stock).  Marketable
securities  are stated at market value as determined by the most recently traded
price  of  each  security  at  the  balance  sheet  date.

Equity  securities  available  for  sale  are carried at fair value.  Unrealized
losses  of  such securities are included as a component of stockholders' equity.


<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts and disclosures.  Accordingly, actual results
could  differ  from  those  estimates.

RESEARCH  AND  DEVELOPMENT

Research  and  development  expenses are charged to operations as incurred.  The
cost  of  intellectual  property  purchased  from  others  that  are immediately
marketable  or that have an alternative future use are capitalized and amortized
as  intangible  assets.  Capitalized costs are amortized using the straight-line
method  over  the  estimated  economic  life  of the related asset, typically 10
years.  At December 31, 1999 and 1998, capitalized patent development costs, net
of amortization, were $374,003 and $441,078, respectively.  Amortization expense
was  $67,075 for the year ended December 31, 1999 and $67,075 for the year ended
December  31,  1998.  The  Company  periodically  reviews its capitalized patent
costs  to  assess  recoverability based on the projected undiscounted cash flows
from  operations.  Impairments  are  recognized  in  operating  results  when  a
permanent  diminution  in  value  occurs.

REVENUE  RECOGNITION

The Company recognizes revenue from product sales upon shipment to the customer.
Service  revenue  is  recognized  when  services  are  performed  and  billable.

GOODWILL

Goodwill  represents  the  excess of the purchase price and related direct costs
over  the  fair  value of net assets acquired as of the date of the acquisition.
Goodwill  is  amortized on a straight-line basis over 10 years.  Amortization of
goodwill  amounted  to  $10,527  for the years ended December 31, 1999 and 1998.
Accumulated  amortization  amounted  to $52,634 and $42,108 at December 31, 1999
and 1998, respectively.  The Company periodically reviews its goodwill to assess
recoverability  based  on  projected  undiscounted  cash  flows from operations.
Impairments  are  recognized in operating results when a permanent diminution in
value  occurs.

RECLASSIFICATIONS

Certain 1998 amounts have been reclassified to conform to the 1999 presentation.

(2)     RELATED  PARTY  TRANSACTIONS

The  Company  has  received  funding on several occasions from Simco Group, Inc,
(Simco),  a  separate  legal  entity  wholly-owned by the Company's Chairman and
Chief  Executive  Officer.

During  1999,  Simco advanced $365,254 to the Company.  During 1998, the Company
advanced  funds  to  Simco  to  invest  in  short-term  and long-term marketable
securities.  At December 31, 1998, management of the Company determined that the
value  of  the  marketable  securities had been permanently impaired.  The total
amount  of  advances to affiliate of $557,145 was written-off.  Simco guarantees
the  Company  an  8%  annual  return on these funds.  Simco paid interest to the



<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

Company  for  the year ended December 31, 1998 of $49,284.  During 1998, a total
of  $195,000  was  recorded as compensation for the Company's Chairman and Chief
Executive  Officer.  No  cash  was paid related to the $195,000, but instead was
used  to  reduce  the  funds  advanced  to  Simco.

During  1998, the Company recorded expense of $30,000 related to the issuance of
120,000  shares  of restricted common stock to Simco as payment for expenses and
consulting  services  provided.  An  additional  100,000  shares  were issued to
reimburse  Simco  for  payment  of  $63,000  in expenses of the Company, paid by
Simco.  The  shares  were  issued  at  50%  of the bid price on date of issuance
ranging  from  $0.25  per  share  to  $.063  per  share.

On September 30, 1994, the Board of Directors approved agreements with three key
executives.  The  agreements  provide that compensation for services rendered be
paid  through  cash payments or through a stock option plan, determined annually
by  the  Board.  Sale  of  stock  is  subject  to  approval by the Treasurer and
President  of  the  Company.  During 1998, the Company issued a total of 335,000
restricted  shares  on  common  stock  to  these three executives, including the
220,000  shares  noted above for a total expense of $136,750.  Shares are issued
at  50%  of  the  current bid price of the Company's stock.  No cash was paid to
these  three  executives  during  1998.

In  additions,  the directors receive an annual payment of $2,500 for director's
fees.  The  agreements  further provide that two of the individuals receive a 2%
commission  not  to  exceed  5%  on  any direct sales of the Company.  The third
individual  receives  the  highest  of 3% commission on gross revenues and 5% on
gross  operating  profits,  or $10,000 per month.  These employees also have the
option  to  purchase shares of common restrictive stock of the Company at 50% of
bid  price  30  days  after  receiving payments for these services.  In order to
obtain these benefits, the employees must perform services for a period of three
years  effective on date of agreement or receive a pro rata share based on years
of  service.  No  commissions were accrued related to the agreements at December
31,  1999  and  1998.

Included  in  accounts  payable  and accrued expenses as of December 31, 1999 is
$97,000  for  amounts  owed to the president of Technicold Services, Inc. and to
the  former  President  of  Nauticom  Inc.

(3)     ACQUISITIONS  AND  INVESTMENT  IN  AFFILIATE

     ACQUISITION  OF  ROTARY  POWER  ENTERPRISE,  INC.

Pursuant  to  the  terms  of  the  Rotary  Power  Enterprise,  Inc.  acquisition
agreement,  effective  October  1,  1998,  the  Company issued 100,000 shares of
common  stock  in  exchange  for  100%  of the outstanding stock of Rotary Power
Enterprise,  Inc.  Rotary  Power Enterprise, Inc. was formed during 1998 for the
purpose  of  developing  a  new  product  line  for  PowerCold.  The acquisition
resulted  in  goodwill  of  $65,399, which is being amortized on a straight-line
basis  over  10  years:

Purchase  price                                              $  65,399
Fair  value  of  net  asset  acquired                                -
                                                            ----------
     Excess  of  purchase  price  over  fair  value  of
     net  assets  acquired                                   $  65,399
                                                                ======


<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

INVESTMENT  IN  AFFILIATE

The  Company  formed  Channel  Freeze  Technologies,  Inc.  (CFTI)  in  1998  to
accommodate  the  acquisition of intellectual property assets related to Channel
Ice  Technology.  On  September  15,  1998, the Company executed an Agreement to
acquire  eighty percent (80%) of the assets of Channel Ice Technologies from SIR
Worldwide  LLC  for  a  cash  payment of $850,000 and additional installment fee
payments of $5,950,000, plus stock options, and together with transfer of twenty
(20%)  interest  in  CFTL.

The  Company  paid an initial partial down payment of $250,000 and an additional
$400,000,  plus  $3,750  in  interest,  of  the $850,000 cash purchase price.  A
liability in the amount of $200,000 and $300,000 is included in accounts payable
and  accrued  expenses  at  December  31,  1999  and 1998, respectively, for the
remaining  balance  of the $850,000 cash payment.  Fee payments due for sales of
Channel Ice Technology units; either a 10% net fee payment for distributors or a
13%  net  sales fee payment for the basic sale of the net gross invoice price on
all Channel Ice Technology units sold.  Stock options; to acquire 400,000 shares
of  the  common  stock  of  PowerCold,  par value $.001, at a price of $2.50 per
share,  for  a  period  not  to  exceed  two (2) years from the date of closing.

For  each  $1  million  dollars  in Channel Ice Technology unit sales, PowerCold
shall  acquire  an  additional  1%  equity  interest in CFTI for each payment of
$85,000,  up  to  a  maximum  ownership  interest  by  PowerCold in CFTI of 80%.

The  Company  shall have the right to prepay any or all amounts owed.  PowerCold
shall  have  exclusive right of first refusal and option to acquire all interest
in  CFTI for a period not to exceed five years and for a price equal to the then
market  value  or  as  mutually  agreed.

Financial information for Channel Freeze Technologies, Inc. is summarized below:

                                          December  31,
                                   -------------------------
                                      1999           1998
                                   ---------      ----------

Current  assets                    $  16,452      $    1,609
Noncurrent  assets                   779,746         836,869
                                   ---------      ----------
     Total  assets                   796,198         838,478
Less  current  liabilities           355,568          93,548
                                   ---------      ----------
     Equity                        $ 440,630      $  744,930
                                   =========      ==========

Net  loss                          $ 304,300      $ 105,069
                                   =========      ==========

(4)     RESTRICTED  CASH

Restricted  cash  at  December  31, 1998, consisted of a certificate of deposit,
which  collateralized  short-term  borrowings.





<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(5)     PROPERTY  AND  EQUIPMENT

Property  and  equipment  is  summarized  as  follows:

                                          December  31,
                                   -------------------------
                                      1999           1998
                                   ---------      ----------

Machinery  and  equipment          $  26,877      $  12,540
Prototypes  and  molds                73,420         71,030
Furniture  and  fixtures               8,804          9,894
                                   ---------      ----------
  Total  property  and  equipment    109,101         93,464
Less accumulated depreciation         84,800         50,981
                                   ---------      ----------
  Net  property  and  equipment    $  24,301      $  42,483
                                   =========      ==========

Depreciation  expense for the years ended December 31, 1999 and 1998 was $33,819
and  $20,700,  respectively.

(6)     NOTES  PAYABLE

At  December  31,  1999  and  1998,  notes  payable  represented  the following:

A note payable to a bank under a financing agreement that permits the Company to
borrow  up  to $25,000.  The agreement provides for interest at 9.25%.  The note
is  secured by the personal guarantee from one of the officers.  At December 31,
1999  and  1998, $21,378 and $25,000, respectively, were outstanding against the
note.  The  financing  agreement  matured  in  July  1999.

A note payable to a bank under a financing agreement that permits the Company to
borrow up to $400,000.  The agreement provides for interest at 7%.  The note was
secured  by  a  $400,000 certificate of deposit.  At December 31, 1998, $399,142
was outstanding against the note.  The note was repaid in 1999 with the proceeds
from  the  above-mentioned  certificate  of  deposit.

(7)     LONG-TERM  DEBT

Long-term  debt  at  December  31,  1999  represents  a  note payable in monthly
installments  of  $297,  with  interest  at 9.5%, through April 2004.  Aggregate
yearly maturities of long-term debt for the years after December 31, 1999 are as
follows:

2000                $   3,564
2001                    2,783
2002                    3,041
2003                    3,785
                    ---------
                    $  13,173
                    =========






<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(8)     PREFERRED  STOCK

The  Company  currently  has  1,250,000 shares of preferred stock outstanding at
December 31, 1999.  This stock is designated as Series "A" Convertible Preferred
Stock  and was issued to a single investor.  This stock has a par value of $.001
per share and a stated value of $.80 per share in liquidation and has preference
over  common  stock  in  liquidation.

The  stock  is  convertible  at the option of the holder at a rate determined by
dividing $1.00 by the conversion price.  Each share of stock shall automatically
be  converted into shares of common stock at the then effective conversion price
on  September  14,  2002.  Each  share  of  the  stock may, at the option of the
Company,  be converted into shares of common stock at 120% of the then effective
conversion  price.

Holders  of  Series  "A" Convertible Preferred Stock are entitled to a number of
votes  per  share  equal to the number of shares of common stock into which each
such  share  of  Series  "A"  Convertible Preferred Stock held by such holder is
convertible  at  the  time  of  such  vote.

Each  issued  and  outstanding  share  of Series "A" Convertible Preferred Stock
shall  be entitled to receive cumulative preferential dividends, payable in cash
or  common  stock at the option of the Company, at the annual rate of $0.064 per
share,  payable  quarterly.

(9)     STOCK  BASED  COMPENSATION

During  1999,  the Company authorized and issued a total of 1,004,558 options at
an exercise price of $.50 per share for employee compensation.  During 1998, the
Company authorized and issued a total of 600,000 options at an exercise price of
$.60  per  share, for employee compensation.  The Company also issued a total of
$460,000 options during 1998 for goods and services.  Since the Company accounts
for  the  compensation  cost  associated  with  the issuance of stock options to
employees  for  compensation  under  APB  Number  25,  no  compensation cost was
recognized  in  income during the years ended December 31, 1999 and December 31,
1998.

Stock and stock options issued goods and services are valued based upon the fair
value  of  the  consideration  received.

Total  and  Weighted  Average  Exercise  Price  of  Options
-----------------------------------------------------------
                                                          Weighted Average
           1999                                Total      Exercise  Price
--------------------------                 ------------   ---------------

Outstanding  at  January  1,  1999            1,660,000         $1.24
Outstanding  at  December  31,  1999          2,554,558          1.00
Exercisable  at  December  31,  1999          2,554,558          1.00
Granted  at  December  31,  1999              2,554,558          1.00
Exercised  at  December  31,  1999                  -               -
Forfeited  at  December  31,  1999                  -               -
Expired  during  1999                               -               -





<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

                                                          Weighted Average
           1999                                Total      Exercise  Price
--------------------------                 ------------   ---------------
Outstanding  at  January  1,  1998              300,000         $1.75
Outstanding  at  December  31,  1998          1,660,000          1.24
Exercisable  at  December  31,  1998          1,660,000          1.24
Granted  at  December  31,  1998              1,660,000          1.24
Exercised  at  December  31,  1998                  -               -
Forfeited  at  December  31,  1998                  -               -
Expired  during  1998                               -               -

Valuing  per  SFAS  123, par 22, the weighted average exercise price is $1.00 at
December  31,  1999.  Average price for 1999 was $.90 with validity of .47.  The
fair  value  of  options  granted  during  1999  was  approximately  $250,000.

(10)     REPORTABLE  SEGMENTS

PowerCold  currently  has  four  reportable  segments:  Nauticon  Inc., RealCold
Products,  Inc.,Technicold  Services,  Inc.,  and  Rotary Power Enterprise, Inc.
Nauticon  Inc.  offers  a  product line of evaporative heat exchange systems for
HVAC  and  refrigeration  industry.  Technicold Services, Inc. offers consulting
engineering services, including process safety management compliance and ammonia
refrigeration  technicians  and  supervisors.  RealCold  Products,  Inc. offered
custom industrial refrigeration packages and merchant carbon dioxide plants in a
joint  venture with the Wittemann Company, Inc.  RealCold Products, Inc. designs
and  produces  unique  products  for  the  refrigeration industry.  Rotary Power
Enterprise,  Inc.  provides  customized  rotary  engines  to  power a variety of
chiller  and  refrigeration  systems.  Segment  information  for the years ended
December  31,  1999  and  1998  as  follows:
                                          December  31,
                                   -------------------------
Net Revenues                          1999           1998
                                   ---------      ----------
  Nauticon  Inc.                   $  91,006      $  112,522
  RealCold  Products  Inc.           212,596         224,477
  Technicold  Services,  Inc.         50,611         105,173
  Rotary  Power Enterprises, Inc.    187,025             -
                                   ---------      ----------
                                   $ 541,238      $  442,172
                                   ==========     ==========
Operating  loss
  Nauticon  Inc.                   $(290,568)     $(461,212)
  RealCold  Products  Inc.          (213,306)       (79,689)
  Technicold  Services,  Inc.          7,538         (5,943)
  Rotary Power Enterprises, Inc.     (35,597)        (7,671)
  Corporate  expenses               (368,194)      (648,786)
                                   ---------      ----------
                                   $(900,127)    $(1,203,301)
                                   ==========     ==========
Identifiable  assets
  Nauticon  Inc.                   $ 385,927      $  545,060
  RealCold  Products  Inc.           144,651          76,304
  Technicold  Services, Inc.          59,473         240,359
  Rotary Power Enterprises, Inc.     129,993          96,563
  Corporate                        1,012,780       1,363,684
                                   ---------      ----------
                                  $1,732,824      $2,321,970
                                   =========       =========
<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(11)     FEDERAL  INCOME  TAX  EXPENSE

There  is  no  federal  income tax expense for the year ended December 31, 1999.

Income  tax  expense  from  continuing operations differs from the amount, which
would  be provided by applying the statutory federal income tax rates because of
the  following:

                                             Year  ended  December  31,
                                             --------------------------
                                                 1999          1998
                                             ------------  ------------

Computed  at  the  expected  statutory rate  $  (366,528)  $  (574,664)
Nondeductible items and other  permanent
     differences                                     938           654
Change  in  valuation  allowance                 365,590       574,010
                                             ------------  ------------
Prior year unrecognized deferred tax asset   $       -     $       -
                                             =============  ===========

The  temporary  differences  that  result in deferred tax assets are as follows:

                                                   December  31,
                                            -------------------------
                                               1999           1998
                                           ----------     -----------

Deferred  tax  assets:
Accrued wages payable to shareholder        $     -       $       -
Write-off  of  intangible  assets             334,686         334,686
Losses related to unconsolidated affiliate    413,700         413,700
Loss  on  write-off  of  impaired stock       189,430         189,430
Net  operating  loss  carryforward            852,199         486,609
                                           ----------     -----------
Gross  deferred  tax  assets                1,790,015       1,424,425
Valuation  allowance                       (1,790,015)     (1,424,425)
                                           ----------     -----------
Net  deferred  tax  assets                 $      -       $       -
                                           ==========     ===========

A  $961,085  tax  net  operating loss was incurred for the year-end December 31,
1999.  The Company's net operating loss carryforwards for income tax purposes is
approximately $1,790,015, of which $358,015 expires in 2019, $1,055,000 in 2018,
and  $377,000  in  2012.













<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

(12)     EARNINGS  PER  SHARE

Diluted  earnings  per share is not presented due to the loss from operations in
the  years  presented.  In  accordance  with  the  requirements  of SFAS 128, no
potential  common  shares  are  included in the computation of diluted per share
amounts  due  to  the  loss  from  continued  operations.  Options  to  purchase
2,554,558  shares  of  common  stock  were  outstanding  at December 31, 1999 at
exercise  prices  ranging  from $0.50 per share to $2.50 per share, but were not
included  because they would have been anti-dilutive to the loss from continuing
operations.  The  options  expire  over  the  period from April 30, 1999 through
February  7,  2001.  Preferred  dividends  of  $20,000 increase the loss used to
calculate  earnings  per  share.

(13)     COMMITMENTS

     OPERATING  LEASES

The  Company  leases  certain  sales  offices,  plant space, and equipment under
operating  lease  agreements,  which  expire  at  various times throughout 2002.
Total  rent  expense  was  $95,322  and  $100,902 in 1999 and 1998 respectively.

Future  minimum  rental  commitments  as  of  December 31, 1999 were as follows:

     Year  ending  December  31,
     2000                              $  102,934
     2001                                 100,231
     2002                                  50,891
                                       ----------
                                       $  254,056
                                       ==========

(14)     LITIGATION

Management of the Company is seeking to recoup damages from the former president
and  shareholder of Nauticon Inc. in connection with Nauticon Inc.'s acquisition
by  the  Company.  Related  to  this  matter is the ownership of certain patents
($441,078  and  $508,153   carrying  value   at  December  31,  1998   and  1997
respectively)  and  the  amount of compensation owed to the former Nauticon Inc.
shareholder  ($88,600  accrued  and  included  in  accounts  payable and accrued
expenses  at  December 31, 1998 and 1997).  The former Nauticon Inc. shareholder
was granted options to purchase 133,763 shares of common stock of the Company at
$1.50  per  share  (increasing to $2.00 per share before expiring in July 2000).
Nauticon  Inc.  is a defendant in several lawsuits filed by suppliers.  Nauticon
Inc.  denies  any  liability.  Counsel  has  advised  that it is not possible to
project  the  outcome  at  this time.  It is the opinion of management that this
matter  will  not  have  a  material  adverse  effect on the Company's financial
position  or  results  of  operations.

(15)     GOING  CONCERN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with  generally  accepted  accounting principles, which contemplates
continuation  of  the  Company  as  a  going  concern.  However, the Company has
sustained  substantial operating losses in recent years and the Company has used
substantial amounts of working capital in its operations.  At December 31, 1999,
current  liabilities  exceed  current  assets  by $531,997 and intangible assets


<PAGE>
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


comprise  a  material  portion  of  the Company's assets.  The recovery of these
intangible  assets  is  dependent  upon  achieving  profitable   operations  and
favorable  resolution  of the matter discussed in note.  The ultimate outcome of
these  uncertainties  cannot  presently  be  determined.  Management is actively
seeking additional equity financing.  Additionally, management believes that the
prior  year acquisitions will lead to the overall structure necessary to fulfill
the  Company's  strategic  plans.

In  view  of  these matters, realization of a major portion of the assets in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  and  the  success  of its future operations.  Management believes that
actions presently being taken to obtain additional equity financing and increase
sales  provide  the  opportunity  to  continue  as  a  going  concern.

(16)     YEAR  2000  ISSUE

The  Year  2000 issue is the result of computer programs being written using two
digits rather than four to define a specific year.  Absent corrective actions, a
computer  program  that  has  date-sensitive software may recognize a date using
"00"  as  the  year 1900 rather than the year 2000.  This could result in system
failures  or  miscalculations  causing  disruptions  to  various  activities and
operations.

The  Company  primarily uses licensed software products in its operations with a
significant  portion  of  processes  and  transactions  centralized  in  several
particular  accounting  software  packages.  The Company has not experienced any
year  2000  problems  to date; however, the Company plans to continue to monitor
the  situation  closely.




























<PAGE>



                                    SIGNATURES

Pursuant  to  the  requirements  of  Section  13  of 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                   POWERCOLD  CORPORATION

Dated:    May  24,  2000
                                        /s/ Francis L. Simola
                                   By:  --------------------------
                                        Francis  L.  Simola
                                        President  and (Chief Executive Officer)