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 QUARTERLY PERIOD ENDED  MARCH 31, 2001

                        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

Indicate  the number of shares outstanding of the Registrant's Common Stock, par
value  $0.001  -  13,090,383  shares  outstanding  at  March  31,  2001
























<PAGE>

                              POWERCOLD CORPORATION

                                AND SUBSIDIARIES

                                      INDEX
                                      -----




PART  I.     FINANCIAL  INFORMATION                                         PAGE

     ITEM  1:     FINANCIAL  STATEMENTS  (UNAUDITED)

          Consolidated Balance Sheets as of
          March  31,  2001  and  December  31,  2000.                          3

          Consolidated  Statement  of  Operations  for  Three
          Months  Ended  March  31,  2001  and  March  31,  2000.              4

          Consolidated  Statement  of  Changes  in  Stockholders'  Equity
          for  Three  Months  Ended  March  31,  2001  and March 31, 2000.     5

          Consolidated  Statement  of  Cash  Flows  for  Three
          Months  Ended  March  31,  2001  and  March  31,  2000.              6

          Notes  to  Consolidated  Financial Statements at March 31, 2001.     7

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



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.
















POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                                                  March 31,      December 31,
                                                    2001           2000
       ASSETS                                    (Unaudited)      (Audited)
                                                -------------   -------------
Current  assets:
  Cash and cash equivalents                     $     27,772    $    106,864
  Trade accounts receivable, net of allowance
    for doubtful accounts of $0 and $0,
    respectively                                     114,132          38,665
  Inventories                                        217,863         241,272
  Prepaid expenses and other current assets          352,500         307,500
                                                -------------   -------------
   Total current assets                              712,267         694,301
Deposits                                               8,970           7,705
Deferred loan costs                                   40,000             -
Property and equipment, net                           78,774          73,570
Patent rights and related technology, net          1,162,252       1,195,627
Goodwill, net                                         23,126          27,392
                                                -------------   -------------
     Total assets                               $  2,025,389    $  1,998,595
                                                =============   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities:
  Accounts payable and accrued expenses         $    188,259    $    195,460
  Account payable - related party                     13,348          10,567
  Deferred revenues                                   43,000             -
  Short-term borrowings                               42,508          43,328
  Commissions payable                                 50,623          42,240
  Advances from affiliate                             45,348          73,636
  Current installments of long-term debt             203,419         203,419
                                                -------------   -------------
   Total current liabilities                         586,505         568,650
Long-term  liabilities:
  Long-term debt, less current installments            6,826           6,826
  Convertible long-term debt                         140,000             -
                                                -------------   -------------
   Total long-term liabilities                       146,826           6,826
                                                -------------   -------------
   Total liabilities                                 733,331         575,476
Commitments and contingencies                        168,300         168,300
Stockholders'  equity:
  Convertible, preferred stock, series A
    $0.001 par value, 1,250,000 authorized, 0,
    1,250,000  and  1,250,000  shares
    issued and outstanding, respectively                 -               -
  Common stock, $0.001 par value, 200,000,000
    shares authorized, 13,090,383 and 12,669,383
    shares issued and outstanding, respectively       13,091          12,669
  Additional paid-in capital                       8,421,724       8,252,727
  Amounts due from stockholders                       (9,500)         (9,500)
  Accumulated deficit                             (7,301,557)     (7,001,077)
                                                -------------   -------------
   Total stockholders' equity                      1,123,758       1,254,819
                                                -------------   -------------
Total liabilities and stockholders' equity      $   2,025,389   $  1,998,595
                                                =============   =============

                           Sequential  Page  3  of  14
<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

                                                        For the three
                                                      month periods ended
                                                 -----------------------------
                                                                 Restated
                                                  March 31,       March 31,
                                                     2001            2000
                                                 -------------   -------------
Revenues:
  Product sales                                  $    282,477    $     28,708
  Services                                             34,933          14,190
                                                 -------------   -------------
   Total revenue                                      317,410          42,898

Cost  of  revenues:
  Product sales                                       286,399          34,945
  Services                                              8,125           9,876
                                                 -------------   -------------
   Total cost of revenue                              294,524          44,821
                                                 -------------   -------------

Gross margin                                           22,886          (1,923)

Operating  expenses:
  Sales and marketing                                 130,716             -
  General and administrative                          186,453         295,352
  Depreciation and amortization                        39,062          33,195
                                                 -------------   -------------
   Total operating expenses                           356,231         328,547
                                                 -------------   -------------

Loss before other income (expense)                   (333,345)       (330,470)

Other  income  (expense)
  Interest and dividend income                          1,796             -
  Royalty income                                       44,785             -
  Other income                                            200             -
  Interest expense                                    (13,916)        (11,317)
  Other expense                                           -            (1,322)
                                                 -------------   -------------
   Total other income (expense)                        32,865         (12,639)
                                                 -------------   -------------

Loss before income tax                               (300,480)       (343,109)

Income tax expense                                        -               -
                                                 -------------   -------------

Net loss                                         $   (300,480)   $   (343,109)
                                                 =============   =============

Loss per common share, basic and diluted                (0.02)          (0.04)
                                                 =============   =============
Weighted average number of shares                  12,955,583       8,222,811
                                                 =============   =============



                        Sequential  Page  4  of  14

<PAGE>
POWERCOLD  CORPORATION  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
(UNAUDITED)
FOR  THE  THREE  MONTH  PERIODS  ENDED  MARCH  31,  2001  AND  2000  (RESTATED)

<TABLE>
<CAPTION>

                                                                                                    Retained
                        Preferred Stock          Common Stock                          Amounts      Earinings
                    -------------------------  ------------------------  Additional    due from     (Accum-
                    Number of                  Number of                 Paid-in       Stock-        ulated
                    Shares       Amount        Shares         Amount     Capital        holders     Deficit)          Total
                    -----------  ------------  -----------  -----------  ------------  -----------  --------------  -----------
<C>                 <S>          <S>           <S>          <S>          <S>           <S>          <S>            <S>
Balances at
 January 1, 2000   1,250,000  $   1,250   7,876,641  $   7,876  $ 6,044,092  $ (9,500)  $(5,629,660)  $ 414,058

Stock issued
  for cash               -          -       600,000        600      374,400       -             -       375,000

Stock issued
  for services           -          -       448,355        449      138,617       -             -       139,066

Net Income (loss)
  for the three
  month  period
  ended March
  31, 2000               -          -            -         -            -         -         (343,109)  (343,109)
                    -----------  ------------  -----------  -----------  ------------  -----------  --------------  -----------
Balances at
  March 31, 2000  1,250,000  $    1,250   8,924,996  $  8,925   $ 6,557,109  $ (9,500)  $ (5,972,769) $ 585,015
                  =========  ===========  =========  =========  ===========  =========  ============  ==========

Balances at
  January 1, 2001       -    $      -    12,669,383  $  12,669  $ 8,252,727  $ (9,500)  $(7,001,077)  $1,254,819

Stock issued
  in payment of
  issuance costs
  for shares sold
  in prior year         -           -       100,000        100         (100)      -             -            -

Stock issued
  for services          -           -       180,000        180       89,820       -             -         90,000

Stock issued
  for payment
  on accounts
  payable               -           -        35,000         35       26,383       -             -         26,418

Stock issued
  for payment
  of interest
  on convertible
  debt                  -            -       26,000         26       12,974       -             -         13,000

Stock issued
  for deferred
  loan costs            -            -       80,000         81       39,920       -             -         40,001

Net Income (loss)
  for the three
  month  period
  ended March
  31, 2001              -            -           -         -            -         -         (300,480)  (300,480)
                    -----------  ------------  -----------  -----------  ------------  -----------  --------------  -----------
Balances at
 March 31, 2001         -    $       -   13,090,383  $  13,091  $ 8,421,724  $ (9,500)  $ (7,301,557) $1,123,758
                  =========  ===========  =========  =========  ===========  =========  ============  ==========
</TABLE>



                                  Sequential  Page  5  of  14
<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASHFLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001

                                                    March 31,      December 31,
                                                      2001           2000
                                                   (Unaudited)      (Audited)
                                                  -------------   -------------
Cash  flows  from  operating  activities:
  Net loss                                        $   (300,480)   $   (343,109)
Adjustments to reconcile net income (loss) to net
  cash provided (used) by operating activities:
    Depreciation and amortization                       39,062          33,195
    Issuance of common stock for services               90,000         139,065
  Issuance of common stock for current debt             26,419             -
  Issuance of common stock for interest on debt         13,000             -
  Issuance of common stock for deferred
    loan costs                                          40,000             -
Changes  in  assets  and  liabilities:
  Trade accounts receivable                            (75,467)         24,899
  Inventories                                           23,409             -
  Prepaid expenses and other current assets            (45,000)            -
  Deposits                                              (1,265)            -
  Deferred loan costs                                  (40,000)            -
  Accounts payable and accrued expenses                 (7,201)         86,280
  Accounts payable-related party                         2,781             -
  Deferred revenue                                      43,000             -
  Commissions payable                                    8,383             -
                                                  -------------   -------------
Net cash provided (used) by operating activities      (183,359)        (59,670)

Cash  flows  from  investing  activities:
  Purchase of property and equipment                    (6,625)            -
  Increase (decrease) in advance from affiliate        (28,288)         32,944
                                                  -------------   -------------
Net cash provided (used) by investing activities       (34,913)         32,944

Cash flows from financing activities:
  Payment of short-term borrowings                        (820)            -
  Proceeds from convertible long term debt             140,000             -
  Proceeds from issuance of shares under
     private placement                                     -           376,000
                                                  -------------   -------------
Net cash provided (used) by financing activities       139,180         376,000
                                                  -------------   -------------

Net increase (decrease) in cash and cash
  Equivalents                                           (79,092)       349,274
Cash and cash equivalents at beginning of period        106,864         14,464
                                                  -------------   -------------
Cash and cash equivalents at end of period        $     27,772    $    363,738
                                                  =============   =============

INTEREST PAID                                     $        810    $     11,317
NONCASH  OPERATING  ACTIVITIES:
Issuance of common stock for services             $     90,000    $    139,065
Issuance of common stock for current debt         $     26,419    $        -
Issuance of common stock for interest on debt     $     13,000    $        -
Issuance of common stock for deferred loan costs  $     40,000    $        -


                            Sequential  Page  6  of  14
<PAGE>
POWERCOLD  CORPORATION                         Notes  to  Consolidated
AND  SUBSIDIARIES                              Financial  Statements  at
(Unaudited)                                    March  31,  2001
--------------------------------------------------------------------------------

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,  2000.

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









































                            Sequential  Page  7  of  14
<PAGE>

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

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

GENERAL  FINANCIAL  ACTIVITY

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

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

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

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

POWERCOLD  COMPANIES:

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




                            Sequential  Page  8  of  14
<PAGE>
NAUTICON  INC. - manufactures and markets a product line of patented evaporative
heat  exchange  systems  for  the  HVAC  and  refrigeration  industry.  Nauticon
Evaporative Condenser Line of Products include new innovative configurations; EV
Cool  Air  Conditioners  up  to 80 tons, EV Chill Water Chillers 0.75kw per ton,
40-80  tons  with  chilled water pumps included and multiple compressors, and EV
Frig  medium  temperature  +18F up to 420,000 BTU/hr, low temperature -20F up to
360,000  BTU/hr, and low ambient temperature control standard.  The new patented
products  are  innovative  and unique in design, use new material technology, is
simple  to  manufacture,  and  have  a  low  operating  cost.  They are used for
condensers,  fluid  coolers,  subcoolers, and cooling towers.  Nauticon products
can  save  power  cost  in  the  refrigeration  industry  by 20% to 30%, and are
environmental  friendly, making these units contribute to the utilities needs to
reduce  power  demand  and  support the environment. There are over 170 customer
systems  installed.

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

ULTIMATE  COMFORT  SYSTEMS,  INC.  -  was  formed as a new Power Cold subsidiary
effective  January  1,  2001,  to  design,  engineer,  package  and market a new
patented  technology  for  an  energy  efficient  heating,  ventilating  and air
conditioning  (HVAC)  system  for  commercial and office buildings.  The Company
licensed  the  technology  from   Energy  Engineering,  Inc.   on  an  exclusive
non-transferable  basis.  Steve Clark, president of Energy Engineering, Inc. was
named  president  of  Ultimate  Comfort  Systems,  Inc.

The  technology  was  developed  and  patented  by Steve Clark and Montana Power
Company  who  saw  the  need  to  reduce  peak  energy costs. The Wingate Inn in
Bozeman,  MT,  one  of  16  installed  and proven significant energy cost saving
commercial  customers  has  actually  experienced  a  44%  energy  savings.  The
technology  has received distinguished recognition in the energy field including
a  first  place  Commercial Buildings Award from the American Society of Heating
Refrigeration  and  Air  Conditioning  Engineers  (ASHRAE),  the  Department  of
Energy's  Tomorrow's  Energy  Today  Award  and  the 1999 Canadian Energy Award.

Combined  with  the  company's current products, the new Ultimate Comfort System
technology  is  expected  to  consistently  reduce  heating and air conditioning
energy  costs  to  customers by up to 40%. The primary market initially targeted
for  this  technology is the hospitality industry, which includes hotels, motels
and managed care facilities that can realize significant power cost-savings with
PowerCold's  air  conditioning  and  heating  equipment.  PowerCold believes the
market  for  this  new HVAC technology includes over 1,000 new buildings planned
for  construction  by  major  motel/hotel  chains  in  the  next  three  years.

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


                            Sequential  Page  9  of  14

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

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

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

RESULTS  OF  OPERATIONS  -  FIRST  QUARTER  2000

The  Company's Consolidated Statements of Operations for the first quarter ended
March  31,  2001  compared  to  the  first  quarter  ended  March  31,  2000:

Total Revenue for the three months period ended March 31, 2001 increased 739% to
$317,410  from  $42,898  for  the  same  period  ended  March  31,  2000.

Operating  Loss for the three months period ended March 31, 2001 increased 1% to
$333,345  from  $330,470  for  the  same  period  ended  March  31,  2000O.

Net  Loss  for  the  three  months  period ended March 31, 2001 decreased 12% to
$300,480  from  $343,109  for  the  same  period  ended  March  31,  2000.

Net Loss per share for the three months period ended March 31, 2001 decreased to
$0.02  from  $0.04  for  the  same  period  ended  March  31,  2000.

Net  loss per share was based on weighted average number of shares of 12,955,583
for  March  31, 2001 compared to 8,222,811 for the same three-month period ended
March  31,  2000.

The  current quarter loss for sales and marketing and general and administrative
operating  expense  was  due  to  increased  sales  and  marketing activity, and
maintaining  general  Company  operating  overhead including additional specific
engineering  and marketing costs for the various product lines.  The Company has
restructured  its  operations to comply with its current productive product line
of Evaporative Condensers.  The company received a royalty payment from WittCold
Systems  for  $44,785  for  CO2  equipment  sales.




                            Sequential  Page  10  of  14

<PAGE>
Current  revenue  backlog  pending  some  final purchase orders, as of March 31,
2001, was some $1,498,004.  $608,936 of the Ultimate Comfort Systems hotel/motel
equipment  backlog  will  not  be  delivered until the fourth quarter due to new
building  construction.   Management  believes  that  product sales and revenues
will  continue  to  improve  because  of new marketing and sales support and new
sales  programs  being  implemented.  Numerous  proposals  are continually being
quoted  to  prospective  customers  for  all  product  lines. Gross margins will
continue  to  improve as the Company begins to capture economies of scale; sales
volume  increases  and  manufacturing  production  cycles  shorten  and  overall
production  methods  improve.

The  Company's sales and revenue throughout year should continue to increase due
to  the  increased  volume of customer proposals for the newly designed Nauticon
Evaporative Condenser Line of Products, which include EV Cool, air conditioning,
EV  Chill,  chilled  water, and EV Frig, refrigeration systems.  Currently there
are  some $1.8M in customer sales proposal quotations for some 45 Nauticon units
and  chiller  packages.

The  Company  has  enhanced its Channel Freeze system design, which includes new
features  that  simplifies  standard  product manufacture costs and provides the
customer  greater  production  capacity. The Company finally envisions a greater
market  opportunity  with  its newly designed product for freezing block ice and
various  food  products.  The  Company has over $6M in sales proposal quotations
out  to  customers.

Management believes that the new added subsidiary, Ultimate Comfort Systems will
eventually  become  the  largest  major  revenue  producer for the Company.  The
initial  target sales market is the hospitality industry: hotels/motels, nursing
homes  and  extended  care  facilities.  The hotel/motel industry is planning to
build  some 1,000 new buildings over the next three years. The Company currently
has  five  on-going  projects  under contact or in engineering design for nearly
$1M.

The  Company's  Consolidated  Balance Sheet as of the second quarter ended March
31,  2001  compared  to  year  end  December  31,  200:

The  Company's  Consolidated  Balance  Sheets as of March 31, 2001 and March 31,
2000  respectively:   Total  current  assets increased to $712,267 for 2001 from
$647,555 for 2000; Total assets increased to $2,025,389 for 2001 from $1.925,542
for  2000;; total liabilities decreased to $586,505 for 2001 from $1,339,527 for
2000;  total  stockholders' equity increased to $1,123,758 for 2001 and $586,015
for  2000;  and the long term convertible debt increased to $140,000 for a total
of  $146,826.

The  assets  have  remained  relatively  close  since the first quarter of 2000.
Asset  fluctuation  was due to changes in cash and inventory. The major decrease
in  liabilities  was  supported  by  a  major  reduction of accounts payable and
advances  from  an affiliate. Commitments and contingencies of some $168,300 are
from  old  outstanding  accounts  payable from the previous Nauticon operations.
Management  believes that these contingency debts will be written off over time.

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

                            Sequential  Page  11 of  14
<PAGE>
Effective  as   January  1,  2001,   the  Company  was  granted   the  exclusive
nontransferable  United States license for all Technology developed and patented
as  a  heating and air conditioning system, (U.S. Patent No. 5,183,102) known as
the  Integrated  Piping  System  Technology.  Ultimate Comfort Systems, Inc. was
formed  as  a  new  Power  Cold subsidiary effective January 1, 2001, to design,
engineer,  package  and  market the new patented technology for energy efficient
heating,  ventilating  and  air  conditioning  (HVAC) systems for commercial and
office  buildings.

The  Company  issued  a  total  of 421,000 shares of new common restricted stock
during  the  first  quarter  ending  March  31,  2001  for services rendered the
Company:  100,000  shares issued for prior year private placement costs, 180,000
shares  issued  for  consulting  services,  35,000  shares  issued  for accounts
payable, 26,000 shares issued for interest on convertible debt and 80,000 shares
issued  for  deferred  loan  costs.

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,  payables 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.  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 limited 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.

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.

Effective  March  30,  2001,  for a twelve month period, the company has engaged
Legg  Mason  Wood Walker, Incorporated, Corporate Finance, to serve as financial
advisor  to  the  Company  for  related  investment  banking  services.  In such
capacity, Legg Mason shall be available for advice, and shall advise the Company
with  respect  to  such financial matters as the Company shall from time to time
request,  including  matters  relating  to  (a)  capital  raising,  whether from
institutional  and  other  investors  or

lenders  or from the private placement of debt instruments or equity securities,
(b)  public offerings of debt or equity securities, (c) the structure of debt or
equity financings, (d) acquisitions and other business ventures, (e) stockholder
and  securities  dealer  relations,  and(f)  commercial  banking  relations.

SUBSEQUENT  EVENT:

The  Company  Board  of Directors approved the nomination Joseph A. Lopez as its
Chief Financial Officer and Director of the Company effective as of May 1, 2001.






                            Sequential  Page  12  of  14

<PAGE>
Joseph  Lopez  currently  provides  merger,  acquisition  and  leveraged  buyout
services  to  corporations  and  senior management teams as managing director of
Rhoades  &  Associates,  a  company  he  formed  in  1986.  Lopez was previously
managing  director  of  AMEV  Capital  where  he was responsible for generating,
structuring and negotiating leveraged buyouts. Prior to his service with AMEV he
was  a  partner  and  international  coordinator of mergers and acquisitions for
Deloitte Haskins & Sells (now Deloitte & Touche). Lopez also served as president
of  a  $100  million transportation and warehousing company where he reorganized
the  administrative  and  financial functions and developed long range strategic
objectives for the company. J Joseph Lopez received his BBA from Pace University
and  MBA  from  New  York  University.

PART  11.  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

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

ITEM  2.     CHANGES  IN  SECURITIES

          None.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

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

          None.

ITEM  5.     OTHER  INFORMATION.

          None.

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

          8-K  Filed  April  2,  2001  -  Investment  Banker
          8-K  Filed  April  20,  2001  -  Chief  Financial  Officer


















                            Sequential  Page 13  of  14
<PAGE>
                              POWERCOLD CORPORATION
                                   FORM 10-QSB
                                 MARCH 31, 2001



SIGNATURES


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


POWERCOLD  CORPORATION



/s/ Francis L. Simola
-------------------------------------
FRANCIS  L.  SIMOLA
PRESIDENT  AND  CEO
DATE:  MAY  8.  2001