SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D C 20549

                                   FORM 10-QSB/A
                                 AMENDMENT NO. 1

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

                         FOR THE QUARTER ENDED  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
                                AND SUBSIDIARIES
                                      INDEX


PART  I.     FINANCIAL  INFORMATION                                       PAGE

     ITEM  1:     FINANCIAL  STATEMENTS (UNAUDITED AND REVIEWED)

          Independent  Accountants  Report                                  3

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

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

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

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

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


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


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.
R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION

6776  Southwest  Freeway,  Suite580
Houston,  Texas  77074
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 2 to the annual financial statements
for  the year ended December 31, 1999 (not presented herein), certain conditions
raise  substantial  doubt  about  its  ability  to  continue as a going concern.
Management's  plans in regard to these matters are also described in Note 2 (and
Note  2)  to  the  respective  financial  statements.

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


                              /s/  R.  E.  Bassie  &  Co.,  P.C.


Houston,  Texas
August  11,  2000,  except  with  respect  to
Note  3  to  which  date  is  September  15,  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                                       $     157,374   $      14,464
  Trade accounts receivable, net of
     allowance for doubtful accounts of
     $81,778 in 2000 and 1999                       83,534          152,154
  Refundable income taxes                              -             52,222
  Inventories                                       34,993           34,993
  Prepaid expenses                                  69,347           69,347
                                             --------------  --------------
     Total current assets                          345,248         323,180
                                             --------------  --------------
Property and equipment, net                         24,657          29,229
Patent rights and related technology, net        1,127,333       1,166,554
Goodwill, net                                      110,134         115,398
                                             --------------  --------------
     Total assets                            $   1,607,372   $   1,634,361
                                             ==============  ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities:
  Accounts payable and accrued expenses            673,482          778,258
  Commissions payable                               42,240           42,240
  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                   1,132,534        1,210,694
Long-term debt, less current installments            9,609            9,609
                                             --------------  --------------
     Total liabilities                           1,142,143       1,220,303
                                             --------------  --------------
Stockholders'  equity:
  Convertible, preferred stock, Series A,
    $.001 par value, $1,000,000 in
    liquidation, 1,250,000 shares authorized,
    issued and outstanding at December 31, 1999        -             1,250
  Common stock, $.001 par value. Authorized
    200,000,000 shares: issued and outstanding,
    10,817,785 shares at June 30, 2000 and
    7,876,641  shares at December 31, 1999          10,818           7,876
  Additional paid-in capital                     6,631,466       6,044,092
  Accumulated deficit                           (6,168,555)     (5,629,660)
                                             --------------  --------------
                                                   473,729         423,558
Less receivable for stock subscription              (8,500)         (9,500)
                                             --------------  --------------
     Total stockholders' equity                    465,229         414,058
Commitments  and  contingent  liabilities              -               -
                                             --------------  --------------
Total liabilities and stockholders' equity   $   1,607,372   $   1,634,361
                                             ==============  ==============
</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)      (Audited)
                                             --------------  --------------
<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                                             -           (43,350)
                                             --------------  --------------
Total cost of revenues                              40,754         110,469
                                             --------------  --------------
Gross margin                                        23,064         (32,420)

Operating  expenses:
  General and administrative                       150,098         162,176
  Sales and marketing                                  -           109,697
  Research and development                             -            14,361
  Depreciation and amortization expense             15,863          40,333
                                             --------------  --------------
       Total operating expenses                    165,961         326,567
                                             --------------  --------------

Operating loss                                    (142,897)       (358,987)

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)        (345,710)

Provisions for income taxes                        (52,222)             -
                                             --------------  --------------

Net loss                                     $    (195,786)  $    (345,710)
                                             ==============  ==============

Net  loss  per share                         $       (0.01)  $       (0.06)
                                             ==============  ==============

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)      (Audited)
                                             --------------  --------------
<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                       445,450          316,007
  Sales and marketing                                  -            242,185
  Research and development                             -             30,409
  Depreciation and amortization expense             49,058           80,108
                                             --------------  --------------
      Total operating expenses                     494,508         668,709
                                             --------------  --------------

Operating loss                                    (473,367)       (685,623)

Other  income  (expenses):
  Interest income                                      -             34,250
  Interest expense                                 (11,984)         (25,412)
  Other                                             (1,322)             -
                                             --------------  --------------
      Total other income (expense)                 (13,306)          8,838
                                             --------------  --------------

Loss before provision for income taxes            (486,673)       (676,785)

Provisions for income taxes                        (52,222)            -
                                             --------------  --------------


Net loss                                     $    (538,895)  $    (676,785)
                                             ==============  ==============

Net loss per share (basic and diluted)       $       (0.05)  $        (0.11)
                                             ==============  ==============
Weighted average common shares                  10,186,853       7,039,946
                                             ==============  ==============
</TABLE>


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>
                                                         2000            1999
                                                      (Reviewed)      (Audited)
                                                    --------------  --------------
<S>                                                 <C>             <C>
Cash  flows  from  operating  activities:
  Net  loss                                         $    (538,895)  $    (676,785)
  Adjustments to reconcile net loss to net cash
    used  in  operating  activities:
    Depreciation and amortization                          49,058          80,108
    Write-off of investment in affiliate                      -           825,988
    Common stock issued for operating expenses            139,065             -
    (Increase) decrease in operating assets:
      Accounts receivable                                  69,932         (54,071)
      Refundable income taxes                              52,222             -
      Other receivables                                    (1,312)       (145,785)
      Inventories                                             -            (2,771)
      Other assets                                            -           (26,600)
    Increase (decrease) in operating liabilities:
      Accounts payable and accrued expenses              (104,776)       (172,827)
                                                    --------------  --------------
Net cash used in operating activities                    (334,706)       (172,743)
                                                    --------------  --------------

Cash  flows  from  investing  activities:
  Purchase of patent rights                                   -          (718,577)
  Increase in advances from affiliate                      26,616         329,224
  Proceeds from sale of securities available
     for sale                                                 -            32,500
                                                    --------------  --------------
Net cash provided by (used in) investing activities        26,616        (356,853)
                                                    --------------  --------------

Cash  flows  from  financing  activities:
  Proceeds from short-term borrowings                         -            47,341
  Proceeds from note payable                                  -           200,000
  Proceeds from issuance of shares under
     private placement                                    451,000         325,530
                                                    --------------  --------------

Net cash provided by financing activities                 451,000         572,871
                                                    --------------  --------------

Net increase in cash                                      142,910          43,275

Cash at beginning of year                                  14,464           21,781
                                                    --------------  --------------

Cash at end of year                                 $     157,374   $      65,056
                                                    ==============  ==============

Supplemental schedule of cash flow information:
  Interest paid                                     $      11,984   $      25,412
                                                    ==============  ==============
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements.

<pag>  7
                     POWERCOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)     GENERAL

The  unaudited  consolidated financial statements have been prepared on the same
basis  as  the  audited consolidated financial statements and, in the opinion of
management, reflect all adjustments (consisting of normal recurring adjustments)
necessary  for  a  fair  presentation  for  each  of the periods presented.  The
results  of  operations  for  interim  periods are not necessarily indicative of
results  to  be  achieved  for  full  fiscal  years.

As  contemplated  by the Securities and Exchange Commission (SEC) under Rules of
Regulation  S-B,  the accompanying consolidated financial statements and related
footnotes  have  been condensed and do not contain certain information that will
be  included  in  the  Company's  annual  consolidated  financial statements and
footnotes thereto.  For further information, refer to the Company's 1999 audited
consolidated  financial  statements  and  related  footnotes.

(2)     OPERATIONAL  STATUS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with  generally  accepted  accounting principles, which contemplates
continuation  of  the  Company  as  a  going  concern.  However, the Company has
sustained  substantial  operating  losses  in recent years and for the 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 $787,286 and intangible assets comprise a material portion of
the Company's assets.  The recovery of these intangible assets is dependent upon
achieving profitable operations and favorable resolution of the matter discussed
in  this  note.  The ultimate outcome of these uncertainties cannot presently be
determined.  Management  is   actively  seeking  additional   equity  financing.
Additionally, management believes that the prior years acquisitions will lead to
the  overall  structure  necessary  to  fulfill  the  Company's strategic plans.

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

(3)     RESTATEMENT

The  consolidated  financial  statements for the Company as of June 30, 2000 and
for the three months then ended are being restated to reflect the restatement of
the  1999  consolidated  financial  statements.

The  restatement  is  as  follows:
                                        As previously   Increase
                                          reported     (decrease)     Restated
                                        ------------  ------------  ------------
Investment  in  affiliate              $    621,092   $  (621,092)  $       -
Receivable  from  CFTI                      274,910      (274,910)          -
Property  and  equipment,  net               19,942         4,715        24,657
Patent  rights  and  related
   technology,  net                         348,849       778,484     1,127,333
Total liabilities                         1,067,235        74,908     1,142,143
Equity loss in unconsolidated affiliate      (4,760)        4,760           -
                                        ------------  ------------  ------------
Net  loss                               $  (529,374)  $    (9,521)  $  (538,895)
                                        ============  ============  ============

<PAGE>   8

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
to  sufficient  working  capital)  for RealCold Products in 2000, based upon its
expertise  in  custom manufacturing systems.  There  are proposed alliances with
other refrigeration companies, whereas  RealCold  Products  will package various
components adding value  for  a  total  turnkey  refrigeration  system.


<PAGE>  9
NAUTICON  INC. - manufactures and markets a product line of patented evaporative
heat exchange systems for the HVAC and refrigeration industry.  The new patented
products  are  innovative  and unique in design, use new material technology, is
simple  to  manufacture,  and  have  a  low  operating  cost.  They are used for
condensers,  fluid  coolers,  subcoolers, and cooling towers.  Nauticon products
can  save  power  cost in the refrigeration industry by 20% to 30%, making these
units  contribute to the utilities needs to reduce power demand.  There are over
150  systems  installed  in  the  US.

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

ROTARY  POWER  ENTERPRISE, INC. - was formed (September 1998) as a new PowerCold
entity  to acquire the Natural Gas Business from Rotary Power International. The
agreement  includes:  the  business  assets  including  intellectual   property,
inventory  and  manufacturing  capability; a marketing agreement with one of the
world's  largest  supplier of supermarket refrigeration equipment, for marketing
the  natural  gas  engine  screw  compressor  systems to supermarkets; the North
American  rights  to the small 65 series Mazda natural gas engine block, subject
to  Mazda Agreement; and an exclusive Distributor Agreement for the Rotary Power
580  series  engines  form  Rotary  Power  International,  Inc.  The Company has
delivered  fourteen  65  HP  engines  and  one  500 HP engine on its major sales
agreement  with  Kem  Equipment Company, an engine packager for OEM applications
for the oil and gas industry in Western Canada.  The Sales Agreement is for (100
small  65  HP  and  60 large 500 HP) natural gas engines valued some $5 million.
The  major  application  is  for  oil  and gas field systems.  The initial (160)
engines  are scheduled for delivery to a major Canadian oil and gas operation in
Western  Canada.

CHANNEL  FREEZE  TECHNOLOGIES,  INC. - was recently formed (September 1998) as a
PowerCold  subsidiary  to acquire 80% of the assets of Channel Ice Technologies.
Channel  Ice  produces  a  proprietary  patented  and  economical  multi-purpose
freezing  system, suitable for virtually any liquid or semi-liquid product, that
is  inherently more efficient than prior technologies in a variety of industries
including;  block  ice  -  for ice plants, fish and produce industries; food and
food  byproducts  -  for food suppliers and their leftover byproducts, fruit and
juice  products.  The  most  notable  new  application  is  for highly efficient
management  of  liquid  and  semi-liquid industrial waste products for municipal
water,  pulp  and  paper plants and utilities. The freeze-thaw process; waste is
frozen,  the  water  in the frozen sludge drains almost immediately during thaw,
and  the  remaining  materials  are  than  disposed  of at greatly reduced cost,
recycled  or  sold.

ALTURDYNE  ENERGY  SYSTEMS  -  PowerCold  recently  signed a Letter of Agreement
(December  1998),  to  acquire a division of Alturdyne that produces natural gas
engine  driven  water  chillers. The Company also announced a Strategic Alliance
with  Alturdyne  for  manufacturing  and marketing of their respective products.

Alturdyne  is  an  innovative  manufacturer  of  standby  diesel generator sets,
turbine and rotary generator sets, pumps and natural gas engine-driven chillers.

Alturdyne's  strength  lies  in  its   power  engineering  personnel,   who  are
knowledgeable  in  the  generator  set business, telephone company applications,
small  turbines,  rotaries  and  chillers.  Their capabilities and experience in
developing  low  cost,  customer  power  packages  that meet specific needs have
established  Alturdyne's excellent reputation in the industry. Alturdyne's added
expertise  is  in  the  design  and  production  of  rotary  engines.



<PAGE>  10
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 months period ended June 30, 2000 decreased 18% to $63,818
from  $78,049  for  the same period ended June  30,  1999.  Revenue  for the six
months period ended June 30, 1999 decreased 38% to $106,716  from  $171,617  for
the  same  period  ended  June  30,  1998.

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.  Subsequent event to this amended filing;
the  current  revenue  backlog  is  $318,000.

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

Net  Loss  for  the  three  months  period  ended June 30, 2000 decreased 43% to
$195,786  from  $345,710  for the  same  period ended June  30,  1999.  Net Loss
for the six months period  ended June  30, 2000 decreased  20% to $538,895  from
$676,785  for  the  same  period  ended  June  30,  1999.

Net  Loss per share for the three months period ended June 30, 2000 decreased to
$0.01  from  $0.06  for  the  same  period  ended  June 30, 1999.  Net  Loss per
share  for  the six  months period  ended June 30, 2000 decreased  to $0.05 from
$0.11 for the same period ended June  30,  1999.  Net  loss  per share was based
on weighted average number of shares of 9,871,389  for June 30, 2000 compared to
7,242,517 for the same three-month period in 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
0.2%  to  $1,607,372 compared to $1,634,361; total current liabilities decreased
6.0%  to $1,142,143 compared to $1,220,303; total stockholders' equity increased
11%  to  $465,229  compared  to  $414,058.



<PAGE>  11
A major portion of the outstanding accounts payable liability is 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.

Subsequent  Event  to  this  Amended  Filing  -  Effective  August 31, 2000, The
Company,  Nauticon,  Inc.  and  Robert  E.  Jenkins agreed upon a full and final
settlement of the lawsuit titled Nauticon, Inc. et al Vs Robert E. Jenkins Cause
No.  97-13035, in the 53rd District court of Travis County, Texas.  Nauticon had
been  continually hindered by major operating and legal expenses due to previous
inept  management  in the operations of Nauticon. Because of the major operating
losses  and  outstanding  accounts  payable  incurred  by  previous  management,
Nauticon  does  not  have sufficient resources to continue operations. Therefore
Nauticon  is now currently in the process of restructuring its accounts payables
with  its  vendors.  The  new  Nauticon  product line of evaporative condensers,
developed  by  RealCold  Products,  are  manufactured  and  marketed by RealCold
Products.  Nauticon  technology  was licensed to RealCold Products for a two and
one  half  per  cent  (2  1/2%)  royalty  fee  on  product  sales.

Channel  Freeze  sales  and revenue continues to be slow, because of the limited
marketing  experience  and  lack  of product credibility in the marketplace. The
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
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.

Subsequent  event  -  Effective August 31, 2000, The Company, Nauticon, Inc. and
Robert  E. Jenkins agreed upon a full and final settlement of the lawsuit titled
Nauticon,  Inc.  et  al  Vs  Robert  E.  Jenkins Cause No. 97-13035, in the 53rd
District  court  of  Travis  County,  Texas.

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
---------------------------
FRANCIS  L.  SIMOLA
PRESIDENT  AND  CEO

DATE:  NOVEMBER  10,  2000