SECURITIES AND EXCHANGE COMMISSION

                             Washington, D C 20549


                                   FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the quarter ended September 30, 1999

                        Commission File Number 33-19584


                             POWERCOLD CORPORATION
            (Exact name of registrant as specified in its charter)



     Nevada                                            23-258270
(State of Incorporation)                      (IRS Employer Identification No.)


103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108                                    210-659-8450
(Address of principal executive offices)       (Registrant's telephone number)


      Securities registered pursuant to Sections 12(b) of the Act:  NONE

      Securities registered pursuant to Sections 12(g) of the Act:  NONE


Common Stock,  $0.001 Par Value                          OTC Bulletin Board


Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X     NO      .
                                        -----      -----


As of September 30, 1999, 7,518,653 Common Shares were outstanding, and the
aggregate market value of such shares held by non-affiliates was approximately
$2,584,536.

















                  Sequential Page  1 of 12

                             POWERCOLD CORPORATION

                               AND SUBSIDIARIES


                                     INDEX




PART I.   FINANCIAL INFORMATION                                           Page


   Item 1: Financial Statements (Unaudited)


   Consolidated Statement of Financial Position as of
       September 30, 1999 and December 31, 1998.                             3


       Consolidated Statement of Operations for Three and Nine
       Months Ended September 30, 1999 and September 30, 1998.               4

       Consolidated Statement of Changes in Stockholders' Equity
       for Three Months Ended September 30, 1999 and September 30, 1998.     5

       Consolidated Statement of Cash Flows for Three and Nine
       Months Ended September 30, 1999 and September 30, 1998.               6

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


   Item 2: Management's Discussion and Analysis of                           8
           Financial Condition and Results of Operations.




PART II.   OTHER INFORMATION                                                11


   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.


















                  Sequential Page  2 of 12
<TABLE>
<CAPTION>
POWERCOLD CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<S>                                                              <C>            <C>
                                                                 September 30,
                                                                      1999      December 31,
ASSETS                                                            (Unaudited)       1998
                                                                 -------------- --------------
Current assets:
  Cash and cash equivalents                                         $   15,835    $   21,781
  Restricted cash                                                            -       400,000
  Trade accounts receivable, net of allowance for doubtful
     accounts of $81,778 and $84,533, respectively                     150,057         6,313
  Related party receivables                                            269,668        72,618
  Interest receivable                                                        -         9,918
  Refundable income taxes                                              124,156       124,156
  Inventories                                                          154,430       156,699
  Prepaid expenses and other current assets                             84,246        62,511
                                                                 -------------- --------------

            Total current assets                                       798,392       853,996

Investment in securities available for sale                                  -        32,500
Investment in affiliate                                                730,446       825,988
Property and equipment, net                                             43,674        42,483
Patent rights and related technology, net                              390,772       441,078
Goodwill, net                                                          113,124       125,925
                                                                 -------------- --------------

           Total assets                                             $2,076,408    $2,321,970
                                                                 -------------- --------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes payable                                                     $  240,000    $  300,000
  Short-term borrowings                                                 34,847       424,203
  Accounts payable                                                     284,569       190,054
  Accrued expenses                                                     177,563       207,880
  Commissions payable                                                   42,240        42,240
  Advances from affiliate                                              371,833             -
                                                                 -------------- --------------

           Total current liabilities                                 1,151,052     1,164,377

Commitments

Stockholders' equity:
  Convertible, preferred stock, series A $0.001 par value,
     $1,000,000 in liquidation, 1,250,000 shares authorized,
     issued and outstanding at September 30, 1999 and
     December 31, 1998                                                   1,250         1,250
  Common stock, $0.001 par value, 200,000,000 shares
     authorized, 7,518,653 and 6,834,136 shares issued and
     outstanding at September 30, 1999 and December 31, 1998,
     respectively                                                        7,519         6,834
  Additional paid-in capital                                         5,959,119     5,534,274
  Amounts due from stockholders                                         (8,500)       (8,500)
  Accumulated deficit                                               (5,034,032)   (4,376,265)
                                                                 -------------- --------------

           Total stockholders' equity                                  925,356     1,157,593
                                                                 -------------- --------------

            Total liabilities and stockholders' equity              $2,076,408    $2,321,970
                                                                 -------------- --------------

</TABLE>

The accompanying notes are an integral part of these financial statements.
Sequential Page 3 of 12

<TABLE>
<CAPTION>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

                                                               For the three                  For the nine
                                                             month periods ended           month periods ended
<S>                                                       <C>            <C>             <C>           <C>
                                                          September 30,  September 30,   September 30, September 30,
                                                               1999          1998            1999          1998
                                                          -------------- -------------   ------------- -------------
Revenue:
  Product Sales                                              $  159,715    $  104,078      $  299,509    $  284,519
  Services                                                       17,436        12,265          49,259        95,807
                                                          -------------- -------------   ------------- -------------

            Total revenue                                    $  177,151    $  116,343         348,768       380,326

Cost of revenue:
  Product Sales                                                  83,197       129,148         271,484       322,263
  Services                                                            -         1,033             244         1,916
                                                          -------------- -------------   ------------- -------------

            Total cost of revenue                                83,197       130,181         271,728       324,179

            Gross Margin                                         93,954       (13,838)         77,040        56,147

Operating expenses:
  Sales and marketing                                            38,632       128,693         212,130       344,151
  General and administrative                                     85,689       204,608         349,595       438,932
  Research and development                                       37,616             -          68,025             -
                                                          -------------- -------------   ------------- -------------

            Total operating expenses                            161,937       333,301         629,750       783,083
                                                          -------------- -------------   ------------- -------------

Income (loss) from operations before equity in earnings
  (loss) of unconsolidated affiliate                            (67,983)     (347,139)       (552,710)     (726,936)

Equity in loss of unconsolidated affiliate                      (28,576)            -         (95,542)            -
Gain on sale of 3% of interest in unconsolidated
  affiliate                                                           -             -               -        37,121
                                                          -------------- -------------   ------------- -------------

Income (loss) before other income (expense)                     (96,559)     (347,139)       (648,252)     (689,815)

Other income (expense)
  Interest and other income                                      (1,424)       34,500          32,826        83,589
  Interest and other expense                                    (16,929)       (4,775)        (42,341)      (17,572)
  Other                                                               -             -               -        (6,333)
                                                          -------------- -------------   ------------- -------------

            Total other income (expense)                        (18,353)       29,725          (9,515)       59,684
                                                          -------------- -------------   ------------- -------------

Income (loss) before provision for income taxes                (114,912)     (317,414)       (657,767)     (630,131)

Provision (benefit) for income taxes
  Federal current provision                                           -             -               -             -
  Federal deferred provision                                          -             -               -             -
                                                          -------------- -------------   ------------- -------------

                                                                      -             -               -             -
                                                          -------------- -------------   ------------- -------------

  Net income (loss)                                          $ (114,912)   $ (317,414)     $ (657,767)   $ (630,131)
                                                          -------------- -------------   ------------- -------------

  Net loss per share                                              (0.01)        (0.05)   $      (0.09)   $    (0.10)
                                                          -------------- -------------   ------------- -------------

  Weighted average number of shares                           7,438,943     6,515,471       7,174,407     6,277,489
                                                          -------------- -------------   ------------- -------------

</TABLE>
The accompanying notes are an integral part of these financial statements.

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<TABLE>
<CAPTION>
POWERCOLD CORPORATION                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AND SUBSIDIARIES                                   FOR THE THREE MONTH PERIODS ENDED
(UNAUDITED)                                        SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998


                                                                            Additional     Amounts       Earnings
                                Preferred Stock         Common Stock          Paid-In      Due From    (Accumulated
                               Stock      Amount       Stock      Amount      Capital     Stockholders    Deficit)         Total
<S>                           <C>         <C>        <C>         <C>       <C>            <C>          <C>             <C>
                              ----------  ---------  ----------- --------- -------------- ------------ --------------- ------------

Balances at July 1, 1998              -     $    -    6,345,796    $6,346     $4,308,668     $(7,500)     $(2,998,795)  $1,308,719

Sale of Preferred Stock
 (net of expenses of
  $20,504)                    1,250,000      1,250            -         -        978,246           -                -   $  979,496

Issuance of Common Stock
 for Accounts Payable                 -          -      117,340       117         74,431           -                -       74,548

Issuance of Common Stock as
 a deposit on an
   acquisition                        -          -      100,000       100         62,900           -                -       63,000

Issuance of Common Stock
 for Compensation                     -          -       14,500        14          9,121           -                -        9,135

Net Income (loss) for the
 three month period
 ended September 30, 1998             -          -            -         -              -           -         (317,414)    (317,414)
                              ----------  ---------  ----------- --------- -------------- ------------ --------------- ------------

Balances at September 30,
 1998                         1,250,000     $1,250    6,577,636    $6,577     $5,433,366     $(7,500)     $(3,316,209)  $2,117,484
                              ----------  ---------  ----------- --------- -------------- ------------ --------------- ------------




Balances at July 1, 1999      1,250,000     $1,250    7,351,986    $7,352     $5,859,286     $(8,500)     $(4,919,120)  $  940,268

Sale of Common Stock                  -          -      166,667       167         99,833           -                -      100,000

Net Income (loss) for the
 three month period
 ended September 30, 1999             -          -            -         -              -           -         (114,912)    (114,912)
                              ----------  ---------  ----------- --------- -------------- ------------ --------------- ------------

Balances at September 30,
 1999                         1,250,000     $1,250    7,518,653    $7,519     $5,959,119     $(8,500)     $(5,034,032)  $  925,356
                              ----------  ---------  ----------- --------- -------------- ------------ --------------- ------------

</TABLE>

The accompanying notes are an integral part of these financial statements.

Sequential Page 5 of 12

<TABLE>
<CAPTION>

POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                          For the three month           For the nine month
                                                          periods ended                 periods ended
                                                          September 30, September 30,   September 30, September 30,
                                                               1999          1998            1999          1998
                                                           <C>           <C>             <C>           <C>
Cash flows from operating activities:                      -----------   -----------     ------------  -----------
  Net Income (Loss)                                        $ (114,912)   $ (317,414)     $  (657,767)  $ (630,131)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used by) operating activities:
    Depreciation and amortization                              26,008        24,821           77,554       73,668
    Net realized loss on available for sale securities              -             -                -        5,100
    Equity in earnings of unconsolidated affiliate             28,576             -           95,542            -
    Common stock issued for services                           13,300        83,683          112,130      192,903
    Changes in assets and liabilities:
      Trade accounts receivable                               (89,673)       35,471         (140,989)      25,702
      Provision for doubtful accounts                               -        76,815           (2,755)      76,815
      Interest receivable                                       9,918             -            9,918       48,164
      Employee receivable                                           -        (1,434)               -       (6,017)
      Other receivable                                              -        (8,050)               -       (8,050)
      Loan to Rotary Power Enterprises                              -       (26,000)               -      (26,000)
      Related party receivable                                (51,265)            -         (197,050)           -
      Inventories                                              (6,614)        6,340            2,269       34,499
      Prepaid expenses and other current assets                (8,435)       (3,210)          (8,435)         916
      Accounts payable                                          5,201        20,237           94,515       23,572
      Accrued expenses                                          2,228        (6,364)         (30,317)      40,600
                                                           -----------   -----------     ------------  -----------
       Net cash provided by (used by) operating activities   (185,668)     (115,105)        (645,385)    (148,259)

Cash Flows from investing activities:
  Purchase of property and equipment                                -             -          (15,638)           -
  Disposition of property and equipment                             -             -                -        1,234
  Advances to affiliate company                                     -      (252,888)               -     (324,782)
  Advances from affiliate company                              42,609             -          371,833            -
  Redemption of certificate of deposit                        400,000             -          400,000            -
  Release of escrow from sale of subsidiary                         -       200,000                       200,000
  Proceeds from sale of securities available for sale               -             -           32,500       16,858
  Purchases of securities available for sale                        -             -                -      (27,522)

      Net cash provided by (used by) investing activities     442,609       (52,888)         788,695     (134,212)

Cash flows from financing activities:
  Proceeds from issuance of preferred stock                         -       979,496                -      979,496
  Proceeds from issuance of common stock                      100,000             -          300,100      100,000
  Proceeds from short-term borrowings                               -             -           49,404       28,643
  Payment of short-term borrowings                           (436,697)       (3,212)        (438,760)     (15,609)
  Proceeds from notes payable                                  40,000             -           40,000            -
  Payments on notes payable                                         -             -         (100,000)           -
                                                           -----------   -----------     ------------  -----------

      Net cash provided by (used by) financing activities    (296,697)      976,284         (149,256)   1,092,530
                                                           -----------   -----------     ------------  -----------

Net increase (decrease) in cash and cash equivalents          (39,756)      808,291           (5,946)     810,059

Cash and cash equivalents at beginning of period               55,591         4,042           21,781        2,274
                                                           -----------   -----------     ------------  -----------

Cash and cash equivalents at end of period                 $   15,835    $  812,333      $    15,835   $  812,333
                                                           -----------   -----------     ------------  -----------

Interest paid                                              $   20,560    $    4,775      $    42,341   $   17,572

Noncash operating activities:
  Common stock issued for deferred compensation            $  (13,300)   $        -      $    13,300   $        -

Noncash investing activities:
  Unrealized gain (loss) on securities available for sale  $        -    $        -      $         -   $      134

Noncash financing activities:
  Deposit on acquisition paid with common stock            $        -    $   63,000      $         -   $   63,000


</TABLE>

The accompanying notes are an integral part of these financial statements.

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POWERCOLD CORPORATION                        Notes to Consolidated AND
SUBSIDIARIES                                 Financial Statements at
(Unaudited)                                  September 30, 1999


The condensed consolidated financial statements of PowerCold Corporation and
Subsidiaries included herein have been prepared without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Although,
certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted, PowerCold Corporation believes that the disclosures are adequate to
make the information presented not misleading. The condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in PowerCold Corporation's annual report
on Form 10-K for the fiscal year ended December 31, 1998.

The condensed consolidated financial statements included herein reflect all
normal recurring adjustments that, in the opinion of the management, are
necessary for a fair presentation.  The results for the interim periods are not
necessarily indicative of trends or of results to be expected for a full year.












































                  Sequential Page  7 of 12

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 is a solution provider of energy efficient products for users of
industrial and commercial refrigeration systems worldwide. 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 will also support Channel
Freeze Technologies by designing and packaging their accompanying refrigeration
systems. Management believes that the recent acquisition of Channel Freeze and
Alturdyne Energy Systems should provide improved revenues and profits for
RealCold Products in 1999, based upon its expertise in custom manufacturing
systems. There are proposed alliances with other refrigeration companies,
whereas RealCold Products will package various components adding value for a
total turnkey refrigeration system.

Nauticon Inc. - manufactures and markets a product line of patented evaporative
heat exchange systems for the HVAC and refrigeration industry.  The new
patented products are innovative and unique in design, use new material
technology, and are 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%, making these units contribute to the utilities needs to reduce power
demand.  There are over 100 systems installed in the US.

Technicold Services, Inc. - offers consulting engineering services, including
process safety management compliance and ammonia refrigeration and carbon

                  Sequential Page  8 of 12

dioxide system design. TSI also provides operation, maintenance and safety
seminars for ammonia refrigeration technicians and supervisors. TSI also
publishes a quarterly newsletter, COLD TALK, which reaches over (2000)
refrigeration supervisors and technicians.

Rotary Power Enterprise, Inc. - was formed (September 1998) as a new PowerCold
entity to acquire the Natural Gas Business from Rotary Power International. The
agreement includes: the business assets including intellectual property,
inventory and manufacturing capability; a marketing agreement with the Hussmann
Corporation, the world's largest supplier of supermarket refrigeration equipment
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 Distributor Agreements for the Rotary Power 580
and 40 series engines form Rotary Power International, Inc.

Channel Freeze Technologies, Inc. - was formed (September 1998) as a PowerCold
subsidiary to acquire 80% of the assets of Channel Ice Technologies.  Channel
Ice produces 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 - PowerCold signed a Letter of Agreement (December
1998), to acquire a division of Alturdyne that produces natural gas engine
driven water chillers.  The Company also announced a Strategic Alliance with
Alturdyne for manufacturing and marketing of their respective products.

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 Energy Systems, as an Alturdyne division installed over (140)
chillers systems.  The manufacturing operations have been moved to the
Company's facility in Cibolo, Texas. The added expertise of RealCold Products
engineering and manufacturing should enhance the existing chiller business.

The Company is currently live on the INTERNET, a worldwide information network.
The real time system will provide anyone, shareholder, investor or customer,
with Company news releases, financial data and product information.
PowerCold Web Page  http://www.powercold.com.


RESULTS OF OPERATIONS - Third Quarter 1999

Revenue for the three months period ended September 30, 1999 increased 34% to
$177,151 from $116,343 for the same period ended September 30, 1998.
Revenue for the six months period ended September 30, 1999 decreased (8%) to
$348,768 from $380,326 for the same period ended September 30, 1998.

Order BackLog  - Company order backlog is approximately $800,000. The Company
has over $30M in back log customer order quotations for AES chiller systems,
Channel Freeze systems, Nauticon systems and engine products.  Rotary Power
Enterprise has delivery four 65 series natural gas engines for use at gas well
field sites and has delivered the first commercial 500 hp 580 series natural
gas engine for testing at a customer location. Management believes that
revenues will continue to improve because of the new marketing and sales
programs implemented this year and because of the numerous proposals that are
continually being quoted to prospective customers for all product lines.

Net Loss for the three months period ended September 30, 1999 decreased (64%)
to ($114,912) from ($317,414) for the same period ended September 30, 1998.
Net Loss for the six months period ended September 30, 1999 increased (4%) to
($657,767) from ($630,131) for the same period ended September 30, 1998.

                  Sequential Page  9 of 12


Net Loss per share for the three months period ended September 30, 1999
decreased to
($0.01) from ($0.05) for the same period ended September 30, 1998.
Net Loss per share for the six months period ended September 30, 1999 decreased
to
($0.09) from ($0.10) for the same period ended September 30, 1998.
Net loss per share was based on weighted average number of shares of 7,438,943
for September 30, 1999 compared to 6,515,471 for the same three-month period in
1998.

The operating loss has continually decreased primarily because of tighter
management control of general operating expenses and should continue to
decrease as orders and revenue increases.

The Company's Consolidated Balance Sheets as of the third quarter ended
September 30, 1999 compared to the third quarter ended September 30, 1998
respectively:  Total assets decreased (31%) to $2,076,408 compared to
$3,011,881; total current liabilities increased (22%) to $1,151,052 compared to
$894,397; total stockholders' equity decreased (56%) to $925,356 compared to
$2,117,484; and the Company has no long term debt.



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.

Management believes that current operating working capital is not sufficient to
support its daily operations.  Therefore, management is seeking additional
financing to support the Company's sales growth and manufacturing operations.



Financial Summary: (Unaudited)

                                 Three Months Ended    Nine Months Ended
                               Sept. 30,  Sept.  30, Sept.  30,     Sept. 30,
                                   1999        1998       1999          1998
                              ----------  ---------- -----------  -----------

Revenue                        $177,151    $116,343    $348,768     $380,326

Net Loss                      ($114,912)  ($317,414)  ($657,767)   ($630,131)

Net Loss Per Share              ($0.01)     ($0.05)     ($0.09)      ($0.10)

Shares Outstanding (Avg.)     7,438,943   6,515,471   7,174,407    6,277,489


                                                       Sept.  30,   Sept. 30,
                                                            1999        1998
                                                     ------------ ------------

Total Assets                                          $2,076,408   $3,011,881

Total Liabilities - Current                           $1,151,052     $894,397

Total Liabilities - Long Term                              $0.00        $0.00

Total Stockholders Equity                               $925,356   $2,117,484











                  Sequential Page  10 of 12


PART II. OTHER INFORMATION


Item 1.   Legal Proceedings.

Management of the Company is seeking to recoup damages from the former
president and director of Nauticon in connection with Nauticon's acquisition by
the Company. Related to this matter is the ownership of certain patents, which
the company legally owns as part of the acquisition.  It is the opinion of
management that this matter has no adverse effect on the Company at this time,
because the Company legally acquired all the assets of Nauticon including the
patents in exchange for stock. The former president of Nauticon has filed a
counter claim against the Company and two Company Executives/Directors.

Because of the financial and managerial problems incurred by the previous
Nauticon management, Nauticon has incurred bad debts and certain claims have
been filed against Nauticon.



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.






























                 Sequential Page  11 of 12

                             POWERCOLD CORPORATION

                                   FORM 10-Q

                              September 30, 1999


Signature


Pursuant to 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.


                                   Date: November 12, 1999


                                   POWERCOLD CORPORATION




                                   /s/Francis L. Simola
                                   -----------------------
                                   Francis L. Simola
                                   President and CEO






































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