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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D C 20549

                                   FORM 10-QSB

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

                         FOR THE QUARTER ENDED  JUNE 30, 2000

                        COMMISSION FILE NUMBER  33-19584

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

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

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

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


Check whether the issuer (1) filed all reports required to be filed by Section13
or  15(d)  of  the Securities Exchange Act of 1934 during the preceding 12months
(or  for  such  shorter  period  that  the  registrant was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.    (X)  Yes   (  )  No

The  number  of  shares  outstanding of the Registrant's Common Stock, par value
$0.001,  at  June  30,  2000  was  10,817,781.

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






















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

                                      INDEX


PART  I.     FINANCIAL  INFORMATION     PAGE

     ITEM  1:     FINANCIAL  STATEMENTS  (UNAUDITED  AND  REVIEWED)

          Independent  Accountants  Report                          3

          Consolidated  Balance  Sheets  as  of
          June  30,  2000  and  December  31,  1999                 4

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

          Consolidated Statement of Operations for Six Months
          Ended  June  30,  2000  and  June  30,  1999.             6

          Consolidated Statement of Cash Flows for Six Months
          Ended  June  30,  2000  and  June  30,  1999.             7

          Notes to Consolidated Financial Statements
          at June 30, 2000.                                         8


     ITEM  2:     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
     FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.            9


PART  II.   OTHER  INFORMATION                                     13

     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                                                    14


















<PAGE>  2
R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION

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

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

The  Board  of  Directors  and Stockholders
PowerCold  Corporation:

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

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

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

The accompanying condensed financial statements have been prepared assuming that
the  Company  will  continue  as a going concern.  As discussed in Note 2 to the
condensed  financial  statements (and Note 15 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  15)  to  the  respective  financial  statements.

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

                              /s/  R.  E.  Bassie  &  Co.,  P.C.
Houston,  Texas
August  11,  2000





<PAGE>  3
                      POWERCOLD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       June 30, 2000 and December 31, 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                                                        2000              1999
                                                                        (Audited)
                                                   ---------------   ---------------
<S>                                                <C>               <C>
                                   Assets
Current  assets:
  Cash                                             $      157,364    $       14,455
  Trade accounts receivable, net of allowance for
    doubtful accounts of $81,778 in 2000 and 1999          82,171           150,791
  Receivable from Channel Freeze Technologies             274,910           274,910
  Receivable from related parties                           1,312             1,312
  Refundable income taxes                                     -              52,222
  Inventories                                              34,993            34,993
  Prepaid expenses                                         69,347            69,347
                                                   ---------------   ---------------
       Total current assets                               620,097           598,030
                                                   ---------------   ---------------
Investment in affiliate                                   621,092           621,092
Property and equipment, net                                19,942            24,301
Patent rights and related technology, net                 348,849           374,003
Goodwill, net                                             110,134           115,398
                                                   ---------------   ---------------
        Total assets                               $    1,720,114    $    1,732,824
                                                   ===============   ===============
                      Liabilities and Stockholders' Equity
Current  liabilities:
  Accounts payable and accrued expenses                   573,516           672,533
  Commissions payable                                      67,298            67,298
  Advances from affiliates                                391,870           365,254
  Short-term borrowing                                     21,378            21,378
  Current installments of long-term debt                    3,564             3,564
                                                   ---------------   ---------------
        Total current liabilities                       1,057,626         1,130,027
Long-term debt, less current installments                   9,609             9,609
                                                   ---------------   ---------------
        Total liabilities                               1,067,235         1,139,636
                                                   ---------------   ---------------
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
  Common stock, $.001 par value. Authorized
    200,000,000 shares: issued and outstanding,
    10,817,785 shares in 2000 and 7,876,641 in 1999        10,818             7,876
  Additional paid-in capital                            6,631,465         6,044,092
  Accumulated deficit                                  (5,980,904)       (5,451,530)
                                                   ---------------   ---------------
                                                          661,379           601,688
Less receivable for stock subscription                     (8,500)           (8,500)
                                                   ---------------   ---------------
         Total stockholders' equity                       652,879           593,188
Commitments  and  contingent  liabilities                     -                 -
                                                   ---------------   ---------------
     Total liabilities and stockholders' equity    $    1,720,114    $    1,732,824
                                                   ===============   ===============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.
<PAGE>  4
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three months ended June 30, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                                             2000              1999
                                          (Reviewed)        (Unaudited)
                                        ---------------   ---------------
<S>                                     <C>               <C>
Revenues:
  Product sales                         $       63,818    $       72,829
  Services                                         -               5,220
                                        ---------------   ---------------
        Total revenues                          63,818            78,049
                                        ---------------   ---------------
Cost of revenues
  Product sales                                 40,754           153,819
  Services                                         -             (43,550)
                                        ---------------   ---------------
        Total cost of revenues                  40,754           110,269
                                        ---------------   ---------------

Gross margin                                    23,064           (32,220)

Operating  expenses:
  General and administrative                   150,098           108,678
  Sales and marketing                              -              83,280
  Research and development                         -              14,361
  Depreciation and amortization expense         15,863            26,052
                                        ---------------   ---------------
         Total operating expenses              165,961           232,371
                                        ---------------   ---------------
    Operating loss                            (142,897)         (264,591)

Other  income  (expenses):
  Interest income                                  -               24,207
  Interest expense                                (667)           (10,930)
                                        ---------------   ---------------
          Total other income (expense)            (667)           13,277

Loss before provision for income taxes        (143,564)         (251,314)
                                        ---------------   ---------------
Provisions for income taxes                    (52,222)              -
Loss before losses of unconsolidated
  Affiliates                                  (195,786)         (251,314)
Equity in loss of unconsolidated affiliates        -             (31,399)
                                        ---------------   ---------------
Net loss                                $     (195,786)   $     (282,713)
                                        ===============   ===============

Net  loss  per share                    $        (0.01)   $        (0.04)
                                        ===============   ===============
Weighted average common shares               9,871,389         7,242,517
                                        ===============   ===============
</TABLE>





See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>  5
                      POWERCOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Six months ended June 30, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)
<TABLE>
                                             2000              1999
                                          (Reviewed)        (Unaudited)
                                        ---------------   ---------------
<S>                                     <C>               <C>
Revenues:
  Product sales                         $       92,526    $      139,794
  Services                                      14,190            31,823
                                        ---------------   ---------------
        Total revenues                         106,716           171,617
                                        ---------------   ---------------
Cost  of  revenues
  Product sales                                 75,699            188,287
  Services                                       9,876                244
                                        ---------------   ---------------
        Total cost of revenues                  85,575           188,531
                                        ---------------   ---------------
Gross margin                                    21,141           (16,914)

Operating  expenses:
  General and administrative                   450,210           212,360
  Sales and marketing                              -             173,498
  Research and development                         -              30,409
  Depreciation and amortization expense         34,777            51,546
                                        ---------------   ---------------
         Total operating expenses              484,987           467,813
                                        ---------------   ---------------
Operating loss                                (463,846)         (484,727)

Other  income  (expenses):
  Interest income                                  -              34,250
  Interest expense                             (13,306)          (25,412)
                                        ---------------   ---------------
         Total other income (expense)          (13,306)            8,838

Loss before provision for income taxes        (477,152)         (475,889)
                                        ---------------   ---------------

Provisions for income taxes                    (52,222)              -

Loss before losses of unconsolidated
  affiliates                                  (529,374)         (475,889)
Equity in loss of unconsolidated
  affiliates                                       -             (66,966)
                                        ---------------   ---------------

Net loss                                $     (529,374)   $     (542,855)
                                        ===============   ===============

Net loss per share                      $        (0.05)   $        (0.08)
                                        ===============   ===============
Weighted average common shares              10,186,853         7,039,946
                                        ===============   ===============



See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>  6
                      POWERCOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 2000 and 1999
            (Unaudited - see accompanying accountants' review report)


</TABLE>
<TABLE>
                                                     2000              1999
                                                  (Reviewed)        (Unaudited)
                                                ---------------   ---------------
<S>                                             <C>               <C>
Cash  flows  from  operating  activities:
  Net  loss                                     $     (529,374)   $     (542,855)
  Adjustments to reconcile net loss to net
   cash  used  in  operating  activities:
     Depreciation and amortization                      34,777            51,546
     Equity loss in unconsolidated affiliate               -              66,966
     Common stock issued for operating expenses        139,065            98,830
     (Increase)  decrease  in  assets:
       Accounts receivable                              68,620           (51,316)
       Refundable income taxes                          52,222               -
       Other receivables                                   -            (148,540)
       Inventories                                         -               8,883
     Increase (decrease) in liabilities:
       Accounts payable and accrued expenses           (99,017)           56,769
                                                ---------------   ---------------
Net cash used in operating activities                 (333,707)         (459,717)
                                                ---------------   ---------------

Cash  flows  from  investing  activities:
  Purchase of property and equipment                       -             (15,638)
  Increase in advances from affiliate                   26,616           329,224
  Proceeds from sale of securities
    available for sale                                     -              32,500
                                                ---------------   ---------------
Net cash provided by investing activities               26,616           346,086
                                                ---------------   ---------------

Cash  flows  from  financing  activities:
  Proceeds from short-term borrowings                      -              49,404
  Repayment of short-term borrowings                       -              (2,063)
  Payment on note payable                                  -            (100,000)
  Proceeds from issuance of shares
    under private placement                            450,000           200,100
                                                ---------------   ---------------
Net cash provided by financing activities              450,000           147,441
                                                ---------------   ---------------
Net increase in cash                                   142,909            33,810

Cash at beginning of year                               14,455            21,781
                                                ---------------   ---------------
Cash at end of year                             $      157,364    $       55,591
                                                ===============   ===============

Supplemental schedule of cash flow information:
  Interest paid                                 $      13,306     $       26,600
                                                ===============   ===============
</TABLE>



 See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>  7
POWERCOLD  CORPORATION                         Notes  to  Consolidated
AND  SUBSIDIARIES                              Financial  Statements  at
(Unaudited)                                    June  30,  2000
--------------------------------------------------------------------------------

(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 six-month
period  ended  June  30,  2000,  and the Company has used substantial amounts of
working capital in its operations.  At June 30, 2000, current liabilities exceed
current  assets by $437,529 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 year's acquisitions will lead
to  the  overall  structure  necessary to fulfill the Company's strategic plans.

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




















<PAGE>  8
                              POWERCOLD CORPORATION
                                   FORM 10-QSB
                                  JUNE 30, 2000

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

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

GENERAL  FINANCIAL  ACTIVITY

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

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

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

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

POWERCOLD  COMPANIES:

REALCOLD  PRODUCTS,  INC.  -  designs  and  manufactures unique energy efficient
packaged  products  for  the  refrigeration  industry.  RealCold  Products  also
supports Rotary Power Enterprise and Alturdyne Energy Systems by engineering and
packaging  their  products.  RealCold  Products 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



<PAGE>  9
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.

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

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

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.

RESULTS  OF  OPERATIONS  -  SECOND  QUARTER  2000

Revenue  for  the  three  and  six  months periods ended June 30, 2000 decreased
(18.2%)  to  $63,818 and (37.8%) to $106,716 respectively as compared to $78,049
and  $171,617  for  the  same  periods  respectively  in  1999.

The  Company's  revenue,  even though it decreased for the same periods in 1999,
should  continue  to  increase  in  2000 due to the increased volume of customer
proposals for the newly redesigned Evaporative Condenser Line of Products, which
include  EV Cool, EV Chill and EV Frig. The current revenue backlog is $318,000.

The  Company had to cancel some $1.7M in customer orders during the last quarter
of  1999  and  first  quarter 2000 and because there was insufficient capital to
produce  product.  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.  During the past few months the Company has
raised  private  placement  capital  for  current  production  requirements, and
foresees  continued  funding  to  meet  future  production  needs.

Net  Loss  for  the  three  and six months periods ended June 30, 2000 decreased
(22.1%)  to  ($195,786)  and  (2.5%)  to  ($529,374) respectively as compared to
($282,713)  and  ($542,885) for the same periods respectively in 1999.  Net Loss
per  share  for  the three and six month periods ended June 30, 2000 was ($0.01)
and  ($0.5)  and  decreased respectively compared to $(0.04) and ($0.08) for the
same  periods respectively in 1999. Net loss per share was based on the weighted
average  number  of  common  shares  of 10,186,853 for June 30, 2000 compared to
7,039,946  for  June  1999.

The Company had to write off the refundable income taxes of $52,222, because the
IRS  did  allow  refund  because  of  a  change  in  the  alternate  minimum tax
recalculation.  Therefore  included  with  losses  was  an unaccountable loss of
$52,222.  The  current  operating  loss,  due  to  maintaining  general  Company
operating overhead  including  additional  engineering and  marketing  costs for
Nauticon  and Channel  Freeze  product lines,  has steadily  decreased  and will
continue  to be a loss  until  the revenue  increases  as stated in  the revenue
comments  above.  The Company  has  restructured  its operations  to comply with
its current  product line  of  Evaporative  Condensers.  Effective   as  of  the
first quarter of  2000,  Jack  Kazmar  took  over  as  COO of  the  consolidated
operations.  Mr.  Kazmar  has  over   40  years  operating   experience  in  the
refrigeration  and  energy  business.

The Company's Consolidated Balance Sheet as of the second quarter ended June 30,
2000  compared to the second quarter ended June 30, 1999: Total assets decreased
0.7%  to  $1,720,114 compared to $1,732,824; total current liabilities decreased
6.4%  to $1,067,235 compared to $1,139,636; total stockholders' equity increased
10.1%  to  $652,879  compared  to  $593,188.

The Company had to write off the refundable income taxes of $52,222, because the
IRS  did  allow  refund  because  of  a  change  in  the  alternate  minimum tax
recalculation. A major portion of the outstanding  accounts payable liability is
<PAGE>  11
                              POWERCOLD CORPORATION
                                   FORM 10-QSB
                                  JUNE 30, 2000

carried  forward  primarily  from  the  prior  inefficient  Nauticon  management
operations.  The  Company is  currently in  the  process  of  restructuring  the
Nauticon accounts  payables with  its vendors.  The major  reason for  the large
allowance for doubtful accounts is attributed  to one large uncollected Nauticon
order.  The Company is in  the  legal process  of  collecting  this  outstanding
payable.

Nauticon has been continually hindered by major operating and legal expenses due
to  previous inept management. Because of the major operating losses incurred by
previous  management,  Nauticon  does  not have sufficient resources to continue
operations,  therefore  the  Company  has  ceased   Nauticon's  operations.  The
Nauticon  product technology was licensed to RealCold Products for a two and one
half  per  cent  (2  1/2%)  royalty  fee  on  product sales.  This new marketing
operating  procedure has no effect on the consolidated operations of the Company
because  both  Nauticon  and  RealCold  Products  are  wholly  owned entities of
PowerCold.

Channel  Freeze  sales  and revenue continues to be slow, because of the limited
marketing  experience  and  lack  of product credibility in the marketplace. The
Company's  first  new  enhanced  designed  system  is in production for an order
delivery  to  Japan.  Channel Freeze Management believes that the product is now
ready  for  customer  delivery  and  acceptance  and foresees an increase in new
business.

The  Company  issued  a total of 1,892,785 shares of new common restricted stock
during  the  second  quarter  ending June 30, 2000: 100,000 shares for a private
placements; 1,250,000 outstanding preferred shares were converted into 1,354,785
shares  of  new  common  restricted  stock;  438,000  shares  for  expenses  and
consulting  services  rendered  the  Company.  Historically  the  Company issues
restricted  common shares for private placement funding on a negotiated basis up
to  minimum  of a 50% discount off the then current share price, and the Company
also  issues restricted common shares for expenses and service rendered based on
a  discount  up to a 50% off the share price within the quarter issued according
to  the  value  of  the  service.

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.  Under new operating management a new
operating  plan  has  been  installed 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.

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

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


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

PART  11.  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

Management  of  the  Company  has  come  to  terms with the former president and
director of Nauticon in connection with the Company's acquisition of Nauticon in
August  1996.  Final  settlement  should be completed within the next sixty (60)
days,  and  will  be  disclosed  at  that  time.

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,
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  matters  and  other financial and managerial problems within Nauticon
since  the  acquisition,  and continued lack of operating capital and bad debts,
certain  claims  have  been  filed  against  Nauticon and some of the Companies.

Management  of  the  Company has recently made the decision to file suit against
Sir WorldWide relating to the acquisition of the Channel Ice product and related
patents.  After  a  prolonged  debate referencing the virtues of the Channel Ice
product,  the  Company  is  seeking  damages  for  product misrepresentation and
breaches  of  the contract. The Company has incurred financial losses, since the
asset  acquisition  in  September  1998,  because  of product design and product
credibility  in  the  marketplace.
The  Company  will  be  filing  a  Form  8-K  relating  to  this  matter.

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  April  5,  2000













<PAGE>  13

                              POWERCOLD CORPORATION
                                   FORM 10-QSB
                                  JUNE 30, 2000

                                   SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.



POWERCOLD  CORPORATION



/s/ Francis L. Simola                       Date:  August 15, 2000
FRANCIS  L.  SIMOLA
PRESIDENT  AND  CEO