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 June 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 June 30, 1999, 7,351,986 Common Shares were outstanding, and the
aggregate market value of such shares held by non-affiliates was approximately
$4,962,590.








                  Sequential Page  1 of 13



                             POWERCOLD CORPORATION

                               AND SUBSIDIARIES


                                     INDEX




PART I.   FINANCIAL INFORMATION                                           Page


     Item 1:   Financial Statements (Unaudited)


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

               Consolidated Statement of Operations for Three and Six
               Months Ended June 30, 1999 and June 30, 1998.                 4

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

               Consolidated Statement of Cash Flows for Three and Six
               Months Ended June 30, 1999 and June 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                                                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.





                  Sequential Page  2 of 13

<TABLE>
<CAPTION>
POWERCOLD CORPORATION                                              CONSOLIDATED STATEMENT OF FINANCIAL
AND SUBSIDIARIES                                                   POSITION AT June 30, 1999
UNAUDITED JUNE 30, 1999                                            AND DECEMBER 31, 1998

<S>                                                                  <C>           <C>
                                                                        June 30,   DECEMBER 31,
                              ASSETS                                        1999           1998
                                                                     ------------  -------------
CURRENT ASSETS:
   Cash and cash equivalents                                             $55,591        $21,781
   Restricted cash                                                       400,000        400,000
   Accounts receivable, net of allowance for doubtful
     accounts of $81,778 and $84,533 respectively.                        60,384          6,313
   Interest receivable                                                     9,918          9,918
   Related party receivable                                              218,403         72,618
   Inventories                                                           147,816        156,699
   Prepaid expenses and other current assets                              89,111         62,511
   Refundable income tax                                                 124,156        124,156
                                                                     ------------  -------------
     Total Current Assets                                              1,105,379        853,996

OTHER ASSETS:
   Investment in securities                                                              32,500
   Investment in affiliate                                               759,022        825,988
   Property and equipment, net                                            48,646         42,483
   Patent rights and related technology, net                             407,541        441,078
   Goodwill, net                                                         117,391        125,925
                                                                     ------------  -------------
     Total Other Assets                                                1,332,600      1,467,974

TOTAL ASSETS                                                          $2,437,979     $2,321,970
                                                                     ============  =============

             LIABILITIES  AND  STOCKHOLDERS'  EQUITY

CURRENT LIABILITIES:
   Notes Payable                                                        $200,000       $300,000
   Short-term borrowings                                                 471,544        424,203
   Accounts payable                                                      279,368        190,054
   Accrued expenses                                                      175,335        207,880
   Commission payable                                                     42,240         42,240
   Advances from affiliate                                               329,224
                                                                     ------------  -------------
                                                                       1,497,711      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 June 30, 1999 and
     December 31, 1998, respectively                                       1,250          1,250
   Common Stock - $0.001 par value, 200,000,000
     shares authorized, 7,351,986 and 6,834,136
     shares issued at June 30, 1999 and
     December 31, 1998, respectively                                       7,352          6,834
   Additional paid-in capital                                          5,859,286      5,534,274
   Amount due from shareholders                                           (8,500)        (8,500)
   Accumulated deficit                                                (4,919,120)    (4,376,265)
                                                                     ------------  -------------
TOTAL STOCKHOLDERS' EQUITY                                               940,268      1,157,593
                                                                     ------------  -------------
TOTAL LIABILITIES  &  STOCKHOLDERS' EQUITY                            $2,437,979     $2,321,970
                                                                     ============  =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
POWERCOLD CORPORATION                                      CONSOLIDATED STATEMENTS OF OPERATIONS
AND SUBSIDIARIES                                           FOR THE THREE AND SIX MONTH PERIODS
UNAUDITED                                                  ENDED JUNE 30, 1999 AND JUNE 30, 1998

                                                   THREE MONTHS ENDED          SIX MONTHS ENDED
<S>                                              <C>          <C>         <C>           <C>
                                                  JUNE 30,     JUNE 30,     JUNE 30,     JUNE 30,
                                                     1999         1998         1999         1998
                                                 ----------   ----------  -----------   ----------
SALES REVENUE:
   Product Sales                                   $72,829     $150,916     $139,794     $180,440
   Services                                          5,220       43,168       31,823       83,542
                                                 ----------   ----------  -----------   ----------
      Total Revenue                                 78,049      194,084      171,617      263,982

COST OF REVENUE:
   Product Sales                                   153,819      140,361      188,287      193,115
   Services                                        (43,550)         884          244          884
                                                 ----------   ----------  -----------   ----------
      Total Cost of Revenue                        110,269      141,245      188,531      193,999
                                                 ----------   ----------  -----------   ----------
      Gross Margin                                 (32,220)      52,839      (16,914)      69,983

OPERATING EXPENSES:
   Sales and Marketing                              83,280      148,576      173,498      215,458
   General and Administrative                      134,730      126,599      263,906      234,324
   Research and Development                         14,361                    30,409
                                                 ----------   ----------  -----------   ----------
      Total Operating Expense                      232,371      275,175      467,813      449,782
                                                 ----------   ----------  -----------   ----------
      Operating Income (Loss)                     (264,591)    (222,336)    (484,727)    (379,799)
      Equity in loss of unconsolidated
        affiliate                                  (31,399)                  (66,966)
      Gain on sale of 3% of interest in
        unconsolidated affiliate                                 37,121                    37,121
                                                 ----------   ----------  -----------   ----------
      Income (Loss) Before Other Income           (295,990)    (185,215)    (551,693)    (342,678)

OTHER INCOME (EXPENSE):
   Interest and Other Income                        24,207       43,307       34,250       49,089
   Interest and OtherExpense                       (10,930)      (5,836)     (25,412)     (12,797)
   Other Expense                                                                           (6,333)
                                                 ----------   ----------  -----------   ----------
      Total Other Income (Expense)                  13,277       37,471        8,838       29,959
                                                 ----------   ----------  -----------   ----------
Income (Loss) Before Provision
   For Income Taxes                               (282,713)    (147,744)    (542,855)    (312,719)

PROVISION (BENEFIT)
   For Income Taxes Current
                                                 ----------   ----------  -----------   ----------

Net Income (Loss)                                ($282,713)   ($147,744)   ($542,855)   ($312,719)
                                                 ==========   ==========  ===========   ==========

NET INCOME (LOSS) PER SHARE                         ($0.04)      ($0.02)      ($0.08)      ($0.05)
                                                 ==========   ==========  ===========   ==========

WEIGHTED AVERAGE NUMBER OF SHARES                7,242,517    6,231,507    7,039,946    6,156,525
                                                 ==========   ==========  ===========   ==========

</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 AND SIX MONTH PERIODS
UNAUDITED                                        ENDED JUNE 30, 1999 AND JUNE 30, 1998

                                                                                                  RETAINED   UNREALIZED
                                                                        ADDITIONAL    AMOUNTS     EARNINGS  GAIN  (LOSS)
                               PREFERRED  STOCK          COMMON  STOCK    PAID-IN     DUE FROM  ACCUMULATED ON SECURITIES
                                STOCK    AMOUNT    STOCK      AMOUNT      CAPITAL   STOCKHOLDERS (DEFICIT)    FOR SALE    TOTAL
<S>                            <C>       <C>       <C>        <C>       <C>          <C>         <C>         <C>        <C>
                               --------- --------- ---------- --------- ------------ ---------- ------------ ---------- -----------

Balances At April 1, 1998                          6,143,149    $6,143   $4,136,621    ($7,500) ($2,851,053)     ($134) $1,284,077

Issuance of Common Stock                              85,000        85       72,165                                        $72,250
 For Services

Sale of Common Stock                                 117,647       118       99,882                                       $100,000

Net Income (loss) For The
Three Month Period
Ended June 30, 1998                                                                                (147,742)       134   ($147,608)
                               --------- --------- ---------- --------- ------------ ---------- ------------ ---------- -----------

Balances At June 30, 1998              0     $0    6,345,796     $6,346   $4,308,668   ($7,500) ($2,998,795)        $0  $1,308,719
                               ========= ========= ========== ========= ============ ========== ============ ========== ===========



Balances At April 1, 1999      1,250,000 $1,250    7,086,036    $7,086   $5,633,433    ($8,500) ($4,636,207)              $997,062

Issuance of Common Stock                              51,550        52       25,967                                        $26,019
 For Services

Sale of Common Stock                                 214,400       214      199,886                                       $200,100

Net Income (loss) For The
Three Month Period
Ended June 30, 1999                                                                                (282,913)             ($282,913)
                               --------- --------- ---------- --------- ------------ ---------- ------------ ---------- -----------

Balances At June 30, 1999      1,250,000 $1,250    7,351,986     $7,352   $5,859,286   ($8,500) ($4,919,120)        $0    $940,268
                               ========= ========= ========== ========= ============ ========== ============ ========== ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
POWERCOLD CORPORATION                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
AND SUBSIDIARIES                                         FOR THE THREE AND SIX MONTH PERIODS
UNAUDITED                                                ENDED JUNE 30, 1999 AND JUNE 30, 1998

                                                THREE MONTHS ENDED         SIX MONTHS ENDED
<S>                                           <C>          <C>          <C>          <C>
                                              JUNE 30,     JUNE 30,     JUNE 30,     JUNE 30,
                                                1999         1998         1999         1998
                                              -----------  -----------  -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss)                           ($282,913)   ($147,742)   ($542,855)   ($312,717)
Adjustments to reconcile net income (loss)
     to net cash used in operating activties
   Depreciation and Amortization                  26,052       24,424       51,546       48,847
   Net loss on sale of securities                                                         5,100
   Equity in unconsolidated affiliate             31,399                    66,966
   Common stock issued for expenses               39,319       72,250       98,830      109,220
   Changes in assets and liabilities
     Trade accounts receivable                     4,613       12,953      (51,316)      (9,769)
     Interest receivable                                       (9,918)                   48,164
     Other receivable                            (85,025)      (4,583)    (148,540)      (4,583)
     Inventories                                  14,867       11,233        8,883       28,159
     Prepaid expenses and other assets            (1,254)         (77)                    4,126
     Accounts payable and expenses                51,032        2,800       89,314        3,335
     Accrued expenses                             (7,101)      28,117      (32,545)      46,964
     Income taxes payable
                                              -----------  -----------  -----------  -----------
     Net Cash Used By
       Operating Activities                     (209,011)     (10,543)    (459,717)     (33,154)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment            (15,638)                  (15,638)
   Disposition of property and equipment                                                  1,234
   Advances to affiliate company                              (81,281)                  (71,894)
   Advances from affiliate company                34,045                   329,224
   Proceeds from sale of sercurities                                        32,500       16,858
   Purchase of securities                                      (2,997)                  (27,522)
                                              -----------  -----------  -----------  -----------
   Net Cash Provided (Used) By
     Investing Activities                         18,407      (84,278)     346,086      (81,324)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock        200,100      100,000      200,100      100,000
   Proceeds from short term borrowings            42,735        3,643       49,404       28,643
   Payment of short term borrowings               (2,063)                   (2,063)     (12,397)
   Payment on notes payable                                               (100,000)
                                              -----------  -----------  -----------  -----------
   Net Cash Provided (Used) By
     Financing Activities                        240,772      103,643      147,441      116,246
                                              -----------  -----------  -----------  -----------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                            50,168        8,822       33,810        1,768

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                          5,423       (4,780)      21,781        2,274
                                              -----------  -----------  -----------  -----------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                               $55,591       $4,042      $55,591       $4,042
                                              ===========  ===========  ===========  ===========

INTEREST PAID                                    $10,930       $5,836      $25,412      $12,797

NONCASH OPERATING ACTIVITIES:
  Common stock issued for deferred              ($13,300)          $0      $26,600           $0
  compensation

NONCASH INVESTING ACTIVITIES:
  Unrelated gain (loss) on sale of                    $0         $218           $0         $134
  securities

</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)                                  June 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.





































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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,

                  Sequential Page  7 of 13

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
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.

New Acquisitions

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.

The Company recently announced a major sales agreement with Kem Equipment
Company, an engine packager for OEM applications for the oil and gas industry
in Western Canada, for (100 small 65 HP and 60 large 500 HP) natural gas
engines valued by management at over $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
                  Sequential Page  8 of 13

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.

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 - Second Quarter 1999

Revenue for the three and six months periods ended June 30, 1999 decreased
(45%) to $78,049 and (74%) to $194,084 respectively as compared to $171,617 and
$263,982 for the same periods respectively in 1998.

Net Loss for the three and six months periods ended June 30, 1999 decreased
(48%) to ($282,713) and (42%) to ($542,855) respectively as compared to
($147,744) and ($312,719) for the same periods respectively in 1998.

Net Loss per share for the three and six-month periods ended June 30, 1999 was
($0.02) and ($0.08) respectively compared to ($0.02) and ($0.5) for the same
periods respectively in 1998.  Net loss per share was based on weighted average
number of shares of 7,242,517 for June 30, 1999 compared to 6.231,507 for the
same three-month period in 1998.

The Company's Consolidated Balance Sheets as of the second quarter ended June
30, 1999 compared to the second quarter ended June 30, 1998:  Total assets
increased 10% to $2,437,979 compared to $2,192,455; total current liabilities
increased 8.1% to $883,736 compared to $817,191; total stockholders' equity
decreased 7.3% to $1,308,719 compared to $1,412,166; and the Company has no
long term debt.



















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Order Back Log

Company order backlog to date is $1,143,152.  This includes $660,398 for (3)
new chiller orders, $224,000 for (2) channel freeze systems, $42,875 for (6)
refrigeration systems and $215,879 for (12) new rotary engines. To date the
Company has over $25M
in customer back log order quotations.

Company executive management recently made a trip to Malaysia for a
power/energy presentation to the Malaysian National Power Company (TNB).
Management projects major revenue growth from Malaysia and other South East
Asian countries for its power/energy systems, which produce energy from natural
gas applications.

Company revenues will continue to improve throughout 1999 because of new
marketing and sales programs for; the Nauticon condensers, the Channel Freeze
System applications, and the power/energy systems. The continued operating loss
was due to general Company operating overhead throughout the first half of
1999, and should decrease as orders and revenue increases. The Company's asset
base, as well as revenues, should continue to improve through new proposed
acquisitions.

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 sufficient to support
both its operations and growth plans for acquisitions and joint ventures for
the near future. Therefore, to support the Company's growth and goals,
management is seeking additional financing for this purpose.


Financial Summary:

                                 Three Months Ended        Six Months Ended
                              June 30,      June 30,     June 30,    June 30,
                                  1999          1998         1999        1998
                             ----------    ----------   ----------  ----------

Revenue                        $78,049      $194,084     $171,617    $263,982

Net Loss                     ($282,713)    ($147,744)   ($542,855)  ($312,719)

Net Loss Per Share             ($0.04)       ($0.02)      ($0.08)     ($0.05)

Shares Outstanding (Avg.)    7,242,517     6,231,507    7,039,946   6,156,525

                                                         June 30,     Dec 31,
                                                             1999        1998
                                                       ----------- -----------

Total Assets                                           $2,437,979  $2,321,970

Total Liabilities - Current                            $1,497,711  $1,164,377

Total Liabilities - Long Term                               $0.00       $0.00

Total Stockholders Equity                                $940,268  $2,321,970

                 Sequential Page  10 of 13



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. 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 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.

          8-K Filed on 5/7/99 - Terrence J. Dunne, Director Resignation



















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                             POWERCOLD CORPORATION

                                   FORM 10-Q

                                 JUNE 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: August 13, 1999


                                   POWERCOLD CORPORATION


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

































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