Sequential  Page  11  of  13


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D C 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED  SEPTEMBER 30, 2000

                        COMMISSION FILE NUMBER  33-19584

                              POWERCOLD CORPORATION
        (Exact name of small business issuer as specified in its charter)

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

                               103 GUADALUPE DRIVE
                               CIBOLO, TEXAS 78108
                    (Address of principal executive offices)

                                  210-659-8450
                         (Registrant's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section13
or  15(d)  of  the Securities Exchange Act of 1934 during the preceding 12months
(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

The  number  of  shares  outstanding of the Registrant's Common Stock, par value
$0.001,  at  September  30,  2000  was  11,730,383.

Transitional  Small  Business  Disclosure  Format:  (  )  Yes   (X)  No







<PAGE> 1
                              POWERCOLD CORPORATION

                                AND SUBSIDIARIES

                                      INDEX
                                      -----


PART  I.     FINANCIAL  INFORMATION                                       PAGE


     ITEM  1:     FINANCIAL  STATEMENTS  (UNAUDITED)

     Independent  Accountants'  Report                                       3

     Consolidated  Statement  of  Financial  Position  as  of
     September  30,  2000  and  December  31,  1999.                         4

     Consolidated Statement of Operations for Three and Nine
     Months  Ended September 30, 2000  and  September  30,  1999.            5

     Consolidated Statement of Cash Flows  for  Three  and  Nine
     Months  Ended  September  30, 2000 and September 30, 1999.              6

     Notes to Consolidated Financial Statements at September 30, 1999.       7

     ITEM  2:     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
     FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.                     8



PART  II.   OTHER  INFORMATION                                              12

     ITEM  1.     LEGAL  PROCEEDINGS.

     ITEM  2.     CHANGES  IN  SECURITIES.

     ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

     ITEM  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     ITEM  5.     OTHER  INFORMATION.

     ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.


















<PAGE> 2
R.  E.  BASSIE  &  CO.,  P.C.

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

6776  Southwest  Freeway,  Suite580
Houston,  Texas  77074-2107
Tel:  (713)  266-0691  Fax:  (713)  266-0692
E-Mail:  Rebassie@aol.com

                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------

The  Board  of  Directors  and  Stockholders
PowerCold  Corporation:

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
PowerCold Corporation and Subsidiaries as of September 30, 2000, and the related
condensed  consolidated  statements  of  operations  and   cash  flows  for  the
three-month  and  nine-month  periods ended September 30, 2000.  These financial
statements  are  the  responsibility  of  the  Company's  management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A  review  of  interim financial
information  consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters.  It  is  substantially  less  in  scope  than  an  audit  conducted  in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of  an  opinion  regarding  the financial statements taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  such condensed consolidated financial statements for them to be in
conformity  with  generally  accepted  accounting  principles.

The accompanying condensed financial statements have been prepared assuming that
the  Company  will  continue  as a going concern.  As discussed in Note 2 to the
condensed  financial  statements  (and Note 2 to the annual financial statements
for  the year ended December 31, 1999 (not presented herein), certain conditions
raise  substantial  doubt  about  its  ability  to  continue as a going concern.
Management's  plans in regard to these matters are also described in Note 2 (and
Note  2)  to  the  respective  financial  statements.

We  have  previously  audited,  in  accordance  with generally accepted auditing
standards,  the   consolidated  balance  sheet  of   PowerCold  Corporation  and
Subsidiaries as of December 31, 1999, and the related consolidated statements of
operations,  stockholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and  in  our  report  dated March 30, 2000, we expressed an
unqualified  opinion  on those consolidated financial statements and included an
explanatory  paragraph concerning matters that raise substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.  In  our  opinion,  the
information  set  forth in the accompanying condensed consolidated balance sheet
as  of December 31, 1999 is fairly stated, in all material respects, in relation
to  the  consolidated  balance  sheet  from  which  it  has  been  derived.

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

Houston,  Texas
November  17,  2000


<PAGE> 3
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    September 30, 2000 and December 31, 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                                                      2000            1999
                                                                    (Audited)
                                                  -------------   -------------
<S>                                               <C>             <C>
ASSETS
Current  assets:
  Cash                                            $     279,875   $     14,464
  Trade accounts receivable, net of allowance
    for doubtful accounts of $0 in 2000 and
    $81,778 in 1999                                     150,828        152,154
  Refundable income taxes                                   -           52,222
  Inventories                                            58,756         34,993
  Prepaid expenses                                       62,111         69,347
                                                  -------------   -------------
         Total current assets                          551,570         323,180
                                                  -------------   -------------
Property and equipment, net                             23,558          29,229
Patent rights and related technology, net            1,074,048       1,166,554
Goodwill, net                                         107,502          115,398
                                                  -------------   -------------
                       Total assets               $  1,756,678    $  1,634,361
                                                  =============   =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                605,484         778,258
  Commissions payable                                   42,240          42,240
  Advances from affiliates                             159,778         365,254
  Short-term borrowing                                  21,378          21,378
  Current installments of long-term debt                 3,564            3,564
                                                  -------------   -------------
          Total current liabilities                    832,444       1,210,694
Long-term debt, less current installments                9,609           9,609
                                                  -------------   -------------
                  Total liabilities                    842,053       1,220,303
                                                  -------------   -------------
Stockholders'  equity:
  Convertible, preferred stock, Series A, $.001
    par value, $1,000,000 in liquidation,
    1,250,000  shares  authorized, issued and
    outstanding at December 31, 1999                       -             1,250
  Common stock, $.001 par value. Authorized
    200,000,000 shares: issued and outstanding,
    11,730,383 shares at September 30, 2000 and
    7,876,641  shares at December 31, 1999              11,730           7,876
  Additional paid-in capital                         7,388,554       6,044,092
  Accumulated deficit                               (6,477,159)     (5,629,660)
                                                  -------------   -------------
                                                       923,125         423,558
Less receivable for stock subscription                  (8,500)         (9,500)
                                                  -------------   -------------
       Total stockholders' equity                      914,625         414,058
Commitments  and  contingent  liabilities                  -               -
                                                  -------------   -------------
    Total liabilities and stockholders' equity    $  1,756,678    $  1,634,361
                                                  =============   =============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.
<PAGE> 4
                    POWERCOLD CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
             Three and nine months ended September 30, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                         Three months ended periods   Nine months ended periods
                            ended September 30,          ended September 30,
                         --------------------------  --------------------------
                             2000          1999          2000          1999
                                         Restated                    Restated
                          (Reviewed)    (Unaudited)    (Reviewed)   (Unaudited)
                         ------------  ------------  ------------  ------------
<S>                      <C>           <C>           <C>           <C>
Revenues:
  Product  sales         $   200,591   $   159,715   $   293,117   $   299,509
  Services                       -          17,436        14,190        49,259
                         ------------  ------------  ------------  ------------
  Total revenues             200,591       177,151       307,307       348,768
                         ------------  ------------  ------------  ------------
Cost of revenues
  Product sales              113,970        83,197       189,669       271,484
  Services                       -             -           9,876           244
                         ------------  ------------  ------------  ------------
  Total cost of revenues     113,970        83,197       199,545       271,728
                         ------------  ------------  ------------  ------------
Gross margin                  86,621        93,954       107,762        77,040
Operating  expenses:
Sales and marketing               99        63,935            99       312,269
General and
  administrative             420,019       105,825       865,469       415,685
Research and development         -          37,616           -          68,025
Amortization expense          55,917        35,103       100,402       105,307
Depreciation expense           1,098         5,186         5,671        15,089
                         ------------  ------------  ------------  ------------
Total operating expenses     477,133       247,665       971,641       916,375
                         ------------  ------------  ------------  ------------
Operating loss              (390,512)     (153,711)     (863,879)      (839,335)
Other income (expenses):
  Interest income              1,579           -           1,579         32,826
  Gain on litigation
    Settlement                76,400           -          76,400            -
  Interest expense               -         (16,929)      (11,984)       (42,341)
  Other                        3,929        (1,424)        2,607            -
                         ------------  ------------  ------------  ------------
Total other income
  (expenses)                  81,908       (18,353)       68,602        (9,515)
                         ------------  ------------  ------------  ------------
Loss before provision
  for income taxes          (308,604)     (172,064)     (795,277)     (848,850)
Provisions for income
  Taxes                          -             -         (52,222)          -
                         ------------  ------------  ------------  ------------
Net loss                 $  (308,604)  $  (172,064)  $  (847,499)  $  (848,850)
                         ============  ============  ============  =============
Net loss per share
  (basic and diluted)    $     (0.03)  $     (0.02)  $     (0.08)  $      (0.13)
                         ============  ============  ============  =============
Weighted average
  common shares           11,255,604     7,438,943     9,609,521      7,174,407
                         ============  ============  ============  =============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.
<PAGE> 5
                      POWERCOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)

<TABLE>
                                                      2000            1999
                                                   (Reviewed)      (Unaudited)
                                                  -------------   -------------
<S>                                               <C>             <C>
Cash  flows  from  operating  activities:
  Net  loss                                       $   (847,499)   $   (848,850)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      106,073         120,396
    Common stock issued for operating expenses         190,066         112,130
    (Increase) decrease in operating assets:
      Accounts receivable                                1,326        (143,795)
      Related party receivable                             -            (2,390)
      Interest receivable                                  -             9,918
      Refundable income taxes                           52,222             -
      Inventories                                      (23,763)        (10,852)
      Prepaid expenses and other current assets          7,236          (8,435)
    Increase (decrease) in operating liabilities:
      Accounts payable and accrued expenses           (172,774)         25,004
                                                  -------------   -------------
Net cash used in operating activities                 (687,113)       (746,874)
                                                  -------------   -------------
Cash  flows  from  investing  activities:
  Purchase of property and equipment                       -           (15,638)
  Increase (decrease) in advances from affiliate      (205,476)        371,833
  Redemption of certificate of deposit                     -           400,000
  Proceeds from sale of securities
    available for sale                                     -            32,500
                                                  -------------   -------------
Net cash provided by (used in) investing
   Activities                                         (205,476)        788,695
                                                  -------------   -------------
Cash  flows  from  financing  activities:
  Proceeds from short-term borrowings                      -            49,404
  Repayment of short-term borrowings                       -          (438,760)
  Proceeds from note payable                               -            40,000
  Proceeds from issuance of shares under
     private placement                               1,158,000         300,100
                                                  -------------   -------------
Net cash provided by (used in) financing
   Activities                                        1,158,000         (49,256)
                                                  -------------   -------------
Net increase (decrease) in cash                        265,411          (7,435)

Cash at beginning of year                               14,464          23,391
                                                  -------------   -------------
Cash at end of year                               $    279,875    $     15,956
                                                  =============   =============

Supplemental schedule of cash flow  information:
  Interest paid                                   $     11,984    $     42,341
                                                  =============   =============
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

<PAGE> 6
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)     GENERAL

The  unaudited  consolidated financial statements have been prepared on the same
basis  as  the  audited consolidated financial statements and, in the opinion of
management, reflect all adjustments (consisting of normal recurring adjustments)
necessary  for  a  fair  presentation  for  each  of the periods presented.  The
results  of  operations  for  interim  periods are not necessarily indicative of
results  to  be  achieved  for  full  fiscal  years.

As  contemplated  by the Securities and Exchange Commission (SEC) under Rules of
Regulation  S-B,  the accompanying consolidated financial statements and related
footnotes  have  been condensed and do not contain certain information that will
be  included  in  the  Company's  annual  consolidated  financial statements and
footnotes thereto.  For further information, refer to the Company's 1999 audited
consolidated  financial  statements  and  related  footnotes.

(2)     OPERATIONAL  STATUS

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 for the nine-month
period ended September 30, 2000, and the Company has used substantial amounts of
working  capital  in its operations.  At September 30, 2000, current liabilities
exceed  current  assets  by  $280,874  and intangible assets 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  this  note.  The  ultimate outcome of these uncertainties
cannot  presently  be  determined.  Management  is  actively  seeking additional
equity  financing.  Additionally,  management  believes  that  the  prior  years
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
increasing  sales  provide  the  opportunity  to  continue  as  a going concern.



















<PAGE> 7

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS.

Forward  looking statements made herein are based on current expectations of the
Company  that  involves  a  number  of risks and uncertainties and should not be
considered  as guarantees of future performance. These statements are made under
the  Safe  Harbor  Provisions of the Private Securities Litigation Reform Act of
1995.  The factors that could cause actual results to differ materially include;
interruptions  or  cancellation  of  existing  contracts,  impact of competitive
products  and  pricing, product demand and market acceptance risks, the presence
of  competitors  with  greater  financial  resources  than  the Company, product
development  and  commercialization risks and an inability to arrange additional
debt  or  equity  financing.

GENERAL  FINANCIAL  ACTIVITY

POWERCOLD CORPORATION -  is a solution provider of energy efficient products for
users of industrial and commercial refrigeration systems world-wide. The Company
operates  across  many  market  sectors from large industrial food processors to
small commercial air conditioning systems. The firm's focus is to give customers
products  and  systems that allow them to benefit from current changes occurring
in the natural gas and electrical utility marketplace. Refrigeration is the most
energy  intensive  operation  most  business  operators  face. PowerCold has the
opportunity  to  provide  products  and  systems,  that customers require taking
advantage of these changes, to improve profitability by reducing their operating
costs.

Deregulation  of  the  gas  and  electric   utilities  will  provide  continuing
opportunities,  creating  new  markets for more efficient refrigeration systems.
PowerCold  has  the  products, experience and creative ability to package unique
refrigeration  systems  for  the  multi-billion dollar refrigeration market. The
Company  is  acquiring synergistic businesses, and marketing alliances are being
formed  with major utility companies and established refrigeration companies for
these  products  and  services.

The  Company's  business operations are supported by a management team with over
(150)  year's experience. The Company maintains administrative corporate offices
in  Cibolo, Texas, and Philadelphia, Pennsylvania. Engineering and manufacturing
facilities  are  located  in  Cibolo,  Texas.

The  Company's mission is to be a solution provider of energy efficient products
for  the  multi-billion  dollar refrigeration, air condition and power industry.
The  Company's  goal  is  to  achieve profitable growth and increase shareholder
value  -  providing  superior products and services through related acquisitions
and  joint  ventures.

POWERCOLD  COMPANIES:

REALCOLD  PRODUCTS,  INC.  -  designs  and  manufactures unique energy efficient
packaged  products  for  the  refrigeration  industry.  RealCold  Products  also
supports Rotary Power Enterprise and Alturdyne Energy Systems by engineering and
packaging  their  products.  RealCold  Products  also  supports  Channel  Freeze
Technologies  by  designing  and  packaging  their  accompanying  refrigeration
systems.  There  are  proposed  alliances  with  other  refrigeration companies,
whereas  RealCold  Products  will  package various components adding value for a
total  turnkey  industrial  refrigeration  system.





<PAGE> 8
NAUTICON  INC. - manufactures and markets a product line of patented evaporative
heat  exchange  systems  for  the  HVAC  and  refrigeration  industry.  Nauticon
Evaporative Condenser Line of Products include new innovative configurations; EV
Cool  Air  Conditioners  up  to 80 tons, EV Chill Water Chillers 0.75kw per ton,
40-80  tons  with  chilled water pumps included and multiple compressors, and EV
Frig  medium  temperature  +18F up to 420,000 BTU/hr, low temperature -20F up to
360,000  BTU/hr, and low ambient temperature control standard.  The new patented
products  are  innovative  and unique in design, use new material technology, is
simple  to  manufacture,  and  have  a  low  operating  cost.  They are used for
condensers,  fluid  coolers,  subcoolers, and cooling towers.  Nauticon products
can  save  power  cost  in  the  refrigeration  industry  by 20% to 30%, and are
environmental  friendly, making these units contribute to the utilities needs to
reduce  power  demand  and  support the environment. There are over 170 customer
systems  installed.

TECHNICOLD  SERVICES,  INC.  - offers consulting engineering services, including
process  safety  management  compliance  and  ammonia  refrigeration  and carbon
dioxide  system  design.  TSI  also  provides  operation, maintenance and safety
seminars  for  ammonia  refrigeration  technicians  and  supervisors.

ROTARY  POWER ENTERPRISE, INC. - was formed as a PowerCold entity to support the
Natural  Gas  Business  from  Rotary Power International. The business includes:
assets  including intellectual property, inventory and manufacturing capability;
a  marketing  agreement  for  marketing  the natural gas engine screw compressor
systems  to supermarkets; the North American rights to the small 65 series Mazda
natural  gas  engine  block,  subject  to Mazda Agreement; and a Distributor and
Manufacturing  License  Agreement  for  the Rotary Power 580 series engines form
Rotary  Power  International,  Inc.  The  Company  has  delivered fourteen 65 HP
engines  and  one  500 HP engine on a major sales agreement for OEM applications
for  the  oil  and gas industry in Western Canada.  The sales agreement for (100
small  65 HP and 60 large 500 HP) natural gas engines valued some $5 million are
scheduled  for  delivery  to  a  major Canadian oil and gas operation in Western
Canada.

CHANNEL  FREEZE  TECHNOLOGIES,  INC.  -  was formed as a PowerCold subsidiary to
support  the  assets  of  a  proprietary  patented  and economical multi-purpose
freezing  system, suitable for virtually any liquid or semi-liquid product, that
is  inherently more efficient than prior technologies in a variety of industries
including;  block  ice  -  for ice plants, fish and produce industries; food and
food  byproducts  -  for food suppliers and their leftover byproducts, fruit and
juice  products.  The  most  notable  new  application  is  for highly efficient
management  of  liquid  and  semi-liquid industrial waste products for municipal
water,  pulp  and  paper plants and utilities. The freeze-thaw process; waste is
frozen,  the  water  in the frozen sludge drains almost immediately during thaw,
and  the  remaining  materials  are  than  disposed  of at greatly reduced cost,
recycled  or  sold.

ALTURDYNE  ENERGY  SYSTEMS - A PowerCold Company formed to support the marketing
and  manufacturing of natural gas engine driven water chillers. The Company also
has  a  Strategic  Alliance with Alturdyne for manufacturing and marketing their
respective  products.  The added expertise of RealCold Products' engineering and
manufacturing  enhances  the existing chiller business, where there are some 140
chiller  systems  installed.

Alturdyne  is  an  innovative  manufacturer  of  standby  diesel generator sets,
turbine and rotary generator sets, pumps and natural gas engine-driven chillers.
Alturdyne's  strength  lies  in  its  power  engineering  personnel,  who  are
knowledgeable  in  the  generator  set business, telephone company applications,
small  turbines,  rotaries  and  chillers. Alturdyne's added expertise is in the
design  and  production  of  rotary  engines.


<PAGE> 9
RESULTS  OF  OPERATIONS  -  THIRD  QUARTER  2000

Revenue  for  the  three months period ended September 30, 2000 increased 12% to
$200,591  from  $177,151  for   the  same  period   ended  September  30,  1999.
Revenue  for  the  six  months  period ended September 30, 1999 decreased 12% to
$307,307  from  $348,768  for  the  same  period  ended  September  30,  1998.

Current  revenue backlog for product delivery in the fourth quarter is $296,794.
Management  believes  that  product  sales and revenues will continue to improve
because of new marketing and sales programs being implemented and because of the
numerous  proposals  that  are continually being quoted to prospective customers
for  all  product  lines.  The  decrease  in  total  revenue was attributed to a
reduction  in  services.  Gross margins will continue to improve as sales volume
increases  and  manufacturing  methods  improve.

The Company's sales and revenue for the fourth quarter and into next year should
continue  to  increase due to the increased volume of customer proposals for the
newly designed Nauticon Evaporative Condenser Line of Products, which include EV
Cool,  EV  Chill  and  EV  Frig.  Currently  there  are  customer sales proposal
quotations  for  61  Nauticon  units  for  some  $1.4  M.

The  Company  has  enhanced its Channel Freeze system design, which includes new
features  that  simplifies  standard  product manufacture costs and provides the
customer  greater  production  capacity. The Company finally envisions a greater
market  opportunity  with  its newly designed product for freezing block ice and
various  food  products.  The  Company  is delivering its latest new product for
customer  installation this quarter, and has 16 sales proposal quotations out to
customers  for  some  $3.6  M.

Net  Loss  for the three months period ended September 30, 2000 increased 44% to
$308,604  from  $172,064  for  the   same  period   ended  September  30,  1999.
Net  Loss  for  the  six months period ended September 30, 2000 was $847,499 and
about  the  same  as  $848,850  for  the  same  period ended September 30, 1999.

Net  Loss  per  share  for  the  three  months  period  ended September 30, 2000
increased  to $0.03  from  $0.02  for the same period ended September 30,  1999.
Net  Loss per share for the six months period ended September 30, 2000 decreased
to $0.08 from $0.13 for the same  period ended September 30, 1999.  Net loss per
share was based on weighted average number of shares of 11,255,604 for September
30, 2000 compared to 7,438,943 for the same three-month period in 1999.

The  increased  current  quarter  loss  for general and administrative operating
expense  was  due  to  consolidation of sales and marketing expense, increase of
sales and marketing activity, and maintaining general Company operating overhead
including  additional  specific engineering and marketing costs for Nauticon and
Channel  Freeze  product  lines.  The Company has restructured its operations to
comply with its current product line of Evaporative Condensers.  Effective as of
the  first  quarter  of  2000,  Jack  Kazmar  took  over as COO of the PowerCold
consolidated  operations.  Mr.  Kazmar has over 40 years operating experience in
the  refrigeration  and  energy  business.

The  Company's  Consolidated  Balance  Sheet  as  of  the  second  quarter ended
September  30,  2000  compared  to  year  end  December  31,  1999: Total assets
increased 0.6% to $1,756,678 compared to $1,634,361; total liabilities decreased
32%  to  $842,053  compared  to $1,220,303; total stockholders' equity increased
10.1%  to  $914,625  compared  to  $414,058.

The increase in assets was primarily due to an increase in inventory of Nauticon
raw  materials  for  production.  The decreasing liabilities were supported by a
reduction  of  accounts  payable  and  advances  from  affiliate.


<PAGE> 10
Effective  August  31,  2000,  The Company, Nauticon, Inc. and Robert E. Jenkins
agreed  upon a full and final settlement of the lawsuit titled Nauticon, Inc. et
al Vs Robert E. Jenkins Cause No. 97-13035, in the 53rd District court of Travis
County,  Texas.  Nauticon  had  been continually hindered by major operating and
legal  expenses  due to previous inept management in the operations of Nauticon.
Because  of the major operating losses and outstanding accounts payable incurred
by  previous management, Nauticon does not have sufficient resources to continue
operations.  Therefore Nauticon is now currently in the process of restructuring
its  accounts  payables  with  its  vendors.  The  new  Nauticon product line of
evaporative  condensers,  developed  by  RealCold Products, are manufactured and
marketed  by  RealCold  Products.  Nauticon  technology was licensed to RealCold
Products  for a two and one half per cent (2 1/2%) royalty fee on product sales.

Channel  Freeze  sales  and revenue continues to be slow, because of the limited
marketing  experience  and  lack  of product credibility in the marketplace. The
Company  has  enhanced  its  Channel  Freeze  system  design, which includes new
features  that  simplifies  standard  product manufacture costs and provides the
customer  greater  production  capacity. The Company finally envisions a greater
market  opportunity  with  its newly designed product for freezing block ice and
various  food  products.  The Company's first new enhanced designed system is in
production for an order delivery to Japan.  Management believes that the product
is  now  ready  for customer delivery and acceptance and foresees an increase in
new  business.

A  Non-Exclusive  Manufacturing  License  Agreement, dated as of the 16th day of
August,  2000,  was  executed  by  and  between Rotary Power Enterprise, Inc., a
wholly  owned  subsidiary  of  the  Company,  the  Licensee,  and  Rotary  Power
International,  Inc.,  a  Delaware  Corporation, as Licensor, has granted to the
Licensee  a non-exclusive license and right to manufacture, install, service and
warranty  the Licensor's Carbureted Natural Gas Fueled 580 Series Rotary Engine.

The  Company  issued  a  total  of 912,602 shares of new common restricted stock
during the third quarter ending September 30, 2000: 692,602 shares for a private
placements;  220,000 shares for services rendered the Company.  Historically the
Company  issues  restricted  common  shares  for  private placement funding on a
negotiated  basis  up  to  minimum  of a 50% discount off the then current share
price,  and  the  Company  also issues restricted common shares for expenses and
service  rendered based on a discount up to a 50% off the share price within the
quarter  issued  according  to  the  value  of  the  service.

The  Company  has  engaged  J. E. Liss & Company, as the Company's non-exclusive
investment  banking  agent,  to  provide the Company with financial advisory and
consulting  services,  relating  to,  among  other  things, the development of a
strategic   financial  and   business  plan  for  the   Company,   acquisitions,
divestitures,  restructurings,  recapitalizations,  consolidations, formation of
joint  ventures  and  negotiations with lenders and other potential providers of
capital.

Management  believes  that  its working capital may not be totally sufficient to
support both its current operations and growth plans for additional acquisitions
and  joint  ventures  for  the  near  future.  Management  has implemented a new
operating  plan providing guidance for cash management and revenue growth.  Also
during  the past few months the Company has raised private placement capital for
current  production  cash requirements, and foresees continued private placement
funding  to  meet production needs for the remainder of the year. The Company is
also  currently  seeking investor proposals to obtain additional major financing
to  support  its  future  growth  plans  and  acquisitions.





<PAGE> 11
The  current  status  of  Company  acquisitions  is  dependent on the success of
investor  funding.  PowerCold  signed  a Letter of Agreement (December 1998), to
acquire  a  division  of Alturdyne that produces natural gas engine driven water
chillers.  Todate  the  transaction has not been finalized pending funding.  The
two  companies operate as a joint alliance for the sales of engine and generator
products.

Management  intends  to continue to utilize and develop the intangible assets of
the  Company.  It is Management's opinion that the Company's cash flow generated
from  current  intangible  assets  is  not  impaired,  and  that recovery of its
intangible  assets,  upon which profitable operations will be based, will occur.

During  the past few months the Company has raised private placement capital for
current  production  requirements, and foresees continued funding to meet future
production  needs.


PART  11.  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

Effective  August  31,  2000,  The Company, Nauticon, Inc. and Robert E. Jenkins
agreed  upon a full and final settlement of the lawsuit titled Nauticon, Inc. et
al Vs Robert E. Jenkins Cause No. 97-13035, in the 53rd District court of Travis
County,  Texas.

Management  of  the  Company recently made the decision to file suit against Sir
WorldWide  relating  to  the  acquisition of the Channel Ice product and related
patents.  After  a  prolonged  debate referencing the virtues of the Channel Ice
product,  the  Company  is  seeking  damages  for  product misrepresentation and
breaches  of the contract.  The Company has incurred financial losses, since the
asset  acquisition  in  September  1998,  because  of product design and product
credibility  in  the  marketplace.


ITEM  2.     CHANGES  IN  SECURITIES

          None.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

          None.
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          None.

ITEM  5.     OTHER  INFORMATION.

          None.

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

          8-K  Filed  September  18,  2000









<PAGE> 12
                              POWERCOLD CORPORATION
                                   FORM 10-QSB
                               SEPTEMBER 30, 2000

SIGNATURES

In  accordance with the requirements 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





/s/ Francis L. Simola
------------------------------------
FRANCIS L. SIMOLA, PRESIDENT AND CEO

DATE:  NOVEMBER  17,  2000