SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D C 20549

                                   FORM 10-QSB/A
                                 AMENDMENT NO. 1

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

                        FOR THE QUARTER ENDED  MARCH 31, 2000

                        COMMISSION FILE NUMBER  33-19584

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

        NEVADA                                                 23-2582701
(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  March  31,  2000,  8,924,996  Common  Shares  were  outstanding, and the
aggregate  market  value of such shares held by non-affiliates was approximately
$2,852,729









                              POWERCOLD CORPORATION
                                AND SUBSIDIARIES
                                      INDEX
                                      -----




PART  I.     FINANCIAL  INFORMATION                                         PAGE

     ITEM  1:     FINANCIAL  STATEMENTS  (UNAUDITED)

          Independent  Accountant's  Report

     Consolidated  Balance  Sheets  as  of
          March  31,  2000  and  December  31,  1999.                          3

          Consolidated  Statement  of  Operations  for  Three
          Months  Ended  March  31,  2000  and  March  31,  1999.              4

          Consolidated  Statement  of  Cash  Flows  for  Three
          Months  Ended  March  31,  2000  and  March  31,  1999.              5

          Notes  to  Consolidated  Financial Statements at March 31, 2000.     6


     ITEM  2:     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF                  7
     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.


Signature Page                                                               12















<PAGE>
R.  E.  BASSIE  &  CO.,  P.C.
R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION
6776  Southwest  Freeway,  Suite  580
Houston,  Texas  77074
Tel:  (713)  266-0691  Fax:  (713)  266-0692
E-Mail:  Rebassie@aol.com

                         INDEPENDENT ACCOUNTANTS' REPORT

The  Board  of  Directors
PowerCold  Corporation:

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
PowerCold  Corporation  and  Subsidiaries  as of March 31, 2000, and the related
condensed  consolidated  statements  of   operations  and  cash  flows  for  the
three-month  periods  ended  March 31, 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.

As  discussed  in  Note  3,  the   Company's  condensed  consolidated  financial
statements  for  the  three  months  ended  March 31, 2000 have been restated to
reflect  the  proper accounting for the investment in a wholly owned subsidiary.

                    /s/  R.  E.  Bassie  &  Co.,  P.C.
Houston,  Texas
May  10,  2000,  except  with  respect  to
Note  3  to  which  date  is  September  15,  2000

<PAGE>  3
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 2000 and December 31, 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                                                 2000            1999
                                                               (Audited)
                                             --------------  --------------
<S>                                          <C>             <C>
ASSETS
Current  assets:
  Cash                                       $     363,738   $      14,464
  Trade accounts receivable, net of
     allowance for doubtful accounts of
     $81,778 in 2000 and $138,379 in 1999          127,255         152,154
  Refundable income taxes                           52,222          52,222
  Inventories                                       34,993          34,993
  Prepaid expenses                                  69,347          69,347
                                             --------------  --------------
             Total current assets                  647,555         323,180
                                             --------------  --------------
Property and equipment, net                         25,311          29,229
Patent rights and related technology, net        1,139,910       1,166,554
Goodwill, net                                      112,766         115,398
                                             --------------  --------------
                    Total assets             $   1,925,542   $   1,634,361
                                             ==============  ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities:
  Accounts payable and accrued expenses            864,539         778,258
  Commissions payable                               42,239          42,240
  Advances from affiliates                         398,198         365,254
  Short-term borrowing                              21,378          21,378
  Current installments of long-term debt             3,564           3,564
                                             --------------  --------------
              Total current liabilities          1,329,918       1,210,694
Long-term debt, less current installments            9,609           9,609
                                             --------------  --------------
                    Total liabilities            1,339,527       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                           1,250           1,250
  Common stock, $.001 par value. Authorized
    200,000,000 shares: issued and
    outstanding, 8,924,996 shares at March 31,
    2000 and 7,876,641 at December 31, 1999          8,925           7,876
  Additional paid-in capital                     6,557,109       6,044,092
  Accumulated deficit                           (5,972,769)     (5,629,660)
                                             --------------  --------------
                                                   594,515         423,558
Less receivable for stock subscription              (8,500)         (9,500)
                                             --------------  --------------
             Total stockholders' equity            586,015         414,058
Commitments  and  contingent  liabilities              -               -
                                             --------------  --------------
 Total liabilities and stockholders' equity  $   1,925,542   $   1,634,361
                                             ==============  ==============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.
<PAGE>  4
                      POWERCOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three months ended March 31, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)

<TABLE>
                                                  2000            1999
                                               (Reviewed)      (Audited)
                                             --------------  --------------
<S>                                          <C>             <C>
Revenues:
  Product sales                              $      28,708   $      66,965
  Services                                          14,190           26,603
                                             --------------  --------------
            Total revenues                          42,898          93,568
                                             --------------  --------------

Cost  of  revenues
  Product sales                                     34,945          34,468
  Services                                           9,876          43,594
                                             --------------  --------------
    Total cost of revenues                          44,821          78,062
                                             --------------  --------------
Gross margin                                         (1,923)        15,506

Operating  expenses:
  General and administrative                        295,352        153,831
  Sales and marketing                                   -          132,488
  Research and development                              -           16,048
  Depreciation and amortization expense              33,195         39,775
                                             --------------  --------------
         Total operating expenses                  328,547         342,142
                                             --------------  --------------
Operating loss                                    (330,470)       (326,636)

Other  income  (expenses):
  Interest income                                      -             10,043
  Interest expense                                 (11,317)         (14,482)
  Other                                             (1,322)             -
                                             --------------  --------------
            Total other income (expense)           (12,639)         (4,439)

Loss before provision for income tax              (343,109)       (331,075)
                                             --------------  --------------

Provisions for income taxes                            -               -
                                             --------------  --------------
Net loss                                     $    (343,109)  $    (331,075)
                                             ==============  ==============

Net  loss  per share                         $       (0.04)  $       (0.05)
                                             ==============  ==============

Weighted average common shares                   8,222,811       6,836,935
                                             ==============  ==============
</TABLE>




See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>  5
                      POWERCOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three months ended March 31, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                                                     2000            1999
                                                  (Reviewed)      (Audited)
                                                --------------  --------------
<S>                                             <C>             <C>
Cash flows from operating activities:
  Net loss                                      $    (343,109)  $    (331,075)
  Adjustments to reconcile net loss to net
  cash provided by (used) in operating activities:
    Depreciation and amortization                      33,195          39,775
    Write-off of investment in affiliate                  -           825,988
    Common stock issued for operating expenses        139,065             -
    (Increase) decrease in operating assets:
      Accounts receivable                              24,899         (55,929)
      Receivable from related party                       -           (63,515)
      Interest receivable                                 -               -
      Inventories                                         -            (9,074)
      Prepaid expenses and other current assets           -           (38,646)
    Increase (decrease) in operating liabilities:
      Accounts payable and accrued expenses            86,280        (251,504)
                                                --------------  --------------
Net cash provided by (used in)
   operating activities                               (59,670)        116,020
                                                --------------  --------------
Cash flows from investing activities:
  Additions to property and equipment                     -             5,029
  Increase in advances from affiliate                  32,944         295,179
  Purchase of patent rights                               -          (741,470)
  Release of restricted cash                              -           400,000
  Proceeds from sale of securities
     available for sale                                   -            32,500
                                                --------------  --------------
Net cash provided by (used in)
   investing activities                                32,944          (8,762)
                                                --------------  --------------
Cash flows from financing activities:
  Proceeds from short-term borrowings                     -           206,669
  Repayment of short-term borrowings                      -               -
  Proceeds from issuance of shares
     under private placement                          376,000        (329,883)
                                                --------------  --------------
Net cash provided by (used in)
  financing activities                                376,000        (123,214)
                                                --------------  --------------
Net increase (decrease) in cash                       349,274         (15,956)
Cash at beginning of year                              14,464          21,781
                                                --------------  --------------
Cash at end of year                             $     363,738   $       5,825
                                                ==============  ==============
Supplemental schedule of cash flow information:
   Interest paid                                $      11,317   $      14,482
                                                ==============  ==============
Noncash  operating  activities:
  Common stock issued for deferred
     compensation                               $         -      $        -
                                                ==============  ==============
</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 three-month
period  March  31, 2000, and the Company has used substantial amounts of working
capital  in  its  operations.  At  March  31,  2000,  current liabilities exceed
current  assets by $682,363 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.

(3)     RESTATEMENT

The  consolidated  financial statements for the Company as of March 31, 2000 and
for the three months then ended are being restated to reflect the restatement of
the  1999  consolidated  statements.

The  restatement  is  as  follows:
                                     As previously    Increase
                                       reported       (decrease)      Restated
                                    --------------  --------------  ------------
Investment  in  affiliate           $     616,332  $     (616,332)  $       -
Receivable  from  CFTI                    283,410        (283,410)          -
Property  and  equipment,  net             20,596           4,715        25,311
Patent rights and related
   technology,  net                       361,426         778,484     1,139,910
Total  liabilities                      1,211,758         127,769     1,339,527
Equity loss in unconsolidated
   affiliate                               (4,760)          4,760           -
                                    --------------  --------------  ------------
Net  loss                           $    (333,588)  $      (9,524)  $  (343,109)
                                    ==============  ==============  ============
<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 to take
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)  years  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 (subject
to  sufficient  working  capital)  for RealCold Products in 2000, 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.

<PAGE>  8
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, 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%, making these
units  contribute to the utilities needs to reduce power demand.  There are over
150  systems  installed  in  the  US.

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 (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 one of 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 an exclusive Distributor 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 its major sales
agreement  with  Kem  Equipment Company, an engine packager for OEM applications
for the oil and gas industry in Western Canada.  The Sales Agreement is for (100
small  65  HP  and  60 large 500 HP) natural gas engines valued some $5 million.
The  major  application  is  for  oil  and gas field systems.  The initial (160)
engines  are scheduled for delivery to a major Canadian oil and gas operation in
Western  Canada.

CHANNEL  FREEZE  TECHNOLOGIES,  INC. - was recently 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  recently  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.  Their capabilities and experience in
developing  low  cost,  customer  power  packages  that meet specific needs have
established Alturdyne's excellent reputation in the industry.  Alturdyne's added
expertise  is  in  the  design  and  production  of  rotary  engines.



<PAGE>  9
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.

RESULTS  OF  OPERATIONS  -  FIRST  QUARTER  2000

The  Company's Consolidated Statements of Operations for the first quarter ended
March  31, 2000 compared to the first quarter ended March 31, 199: Total revenue
for  the  first quarter 2000 was $42,898 compared to $93,568 for 1999; operating
loss  of  ($330,470)  for  2000 compared to ($326,636) for 1999; and net loss of
($343,109) or ($0.04) per share for 2000 compared to a net loss of ($331,075) or
($0.05)  per  share for 1999.  Net income (loss) per share was based on weighted
average  number  of shares of 8,222,811 for 2000 compared to 6,836,935 for 1999.

The  Company's  Consolidated  Balance  Sheets as of March 31, 2000 and March 31,
1999 respectively:  Total current assets were $647,555 for 2000 and $323,180 for
1999;  total  assets  were  $1,985,542  for  2000 and $1,634,361 for 1999; total
liabilities  were  $1,339,527  for  2000  and  were  $1,220,303  for 1999; total
stockholders'  equity  was  $586,015  for  2000  and  $414,058 for 1999; and the
Company  has  no  long  term  debt.

The  first  quarter ending March 31, 2000; operating loss was due to maintaining
general  Company  operating  overhead  including  additional  engineering  and
marketing  costs for the Nauticon and Channel Freeze product lines.  The Company
has  restructured  its  operations  to  comply  with its current product line of
Evaporative  Condensers  -  reason  for  the decline in revenue and the negative
gross  margin.  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  increase  in  assets  was primarily due to an increase in cash from private
placements  of  $375,000.  The  increase in liabilities was primarily due to the
restatement  of  Channel  Freeze  Technologies.  Reference  attached  notes  to
consolidated  financial  statements.

The  Company issued a total of 448,355 shares of new common restricted shares in
the first quarter for consulting services. The Company issued a total of 600,000
shares  of  new  common  restricted  shares in the first quarter for $375,000.00
cashHistorically  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.

Because  of  insufficient working capital needed for raw materials and labor for
the  Company,  sales  and  revenue  was  greatly  impaired.  The working capital
shortage  was  mainly due because of the large amounts of Company funds that was
used  for  the promotion and support of the new Channel Freeze business in 1999.
The Company had to cancel some $1.7 Million in sales orders.  This loss of sales
orders  has  not  impaired  Company  operations  because they were not booked as
revenue.  Management foresees restating most of the loss sales orders because of
their  long  lead  time  to  delivery, and as new working capital comes into the
Company.

Subsequent  Event  to  this  Amended  Filing  -  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

<PAGE>  10
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
new  Channel  Freeze  management  support  team believes that the product is now
ready  for  customer  delivery  and  acceptance.

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  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.

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.  To  date 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.

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.

PART  11.  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. It is the
opinion  of  management that this matter will not have any 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  these  and  other  financial  and managerial
problems,  and continued lack of operating capital, bad debts and certain claims
have  been  filed  against  some  of  the  Companies.
<PAGE>  11
Subsequent  Event  to  this  Amended  Filing:  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.


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  -  Dated  April  5,  2000

                              POWERCOLD CORPORATION
                                   FORM 10-QSB
                                 MARCH 31, 2000

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.


                         POWERCOLD  CORPORATION


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

                         Date:  November  10,  2000