SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
OCTOBER 21,1997
Date of Report
(Date of earliest event reported)
POWERCOLD CORPORATION
(Exact name of registrant as specified in its charter)
FORMERLY
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
Nevada 33-19584 23-2582701
(State of Incorporation) (Commission File No.) (IRS Employer Ident. No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
(Address of principal executive offices)
210 659-8450
(Registrant's telephone number)
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ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
None
ITEM 3 - BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(l) The client-auditor relationship between the registrant and Coopers &
Lybrand L.L.P. has ceased.
(ll) During the registrant's two most recent fiscal years (December 31,
1995 and December 31, 1996) and the subsequent period up to the date
of the resignation of the former auditor, there were no disagreements
with the former auditor on any matter of accounting principles or
practices, financial statement disclosures or auditing scope of
procedure.
(lll) The former auditor's report on the financial statements for the past
two years contained an unqualified opinion with an explanatory
paragraph in 1995 and 1996.
(lV) To the best of our knowledge there are no other required disclosures.
The former auditor verified that there have been no disagreements on
any matter of accounting principals or practices, financial
statements disclosure or auditing scope of procedure either during
the recent fiscal years and subsequent to the date of their
resignation.
(V) Amendment - Attached Exhibits
16.1 Accountants letter of resignation.
16.2 Accountants letter of agreement.
ITEM 5 - OTHER EVENTS
None
ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None
ITEM 8 - CHANGE IN FISCAL YEAR - None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 1997
POWERCOLD CORPORATION
/s/Francis L. Simola
--------------------------
Francis L. Simola
President/CEO
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Coopers & Lybrand L.L.P.
a professional services firm
600 Congress Avenue
Suite 1800
Austin, Texas 78701-3266
telephone (512) 477-1300
facsimile (512) 477-8681
October 16, 1997
Mr. Frank Simola
Chief Executive Officer
PowerCold Corporation
9408 Meadow Brook Avenue
Philadelphia, PA 19118
Dear Mr. Simola:
This is to confirm that the client-auditor relationship between PowerCold
Corporation, formerly International Cryogenic Systems Corporation (Commission
File Number 33-19584), and Coopers & Lybrand L.L.P has ceased.
Very truly yours,
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
Swiss limited liability association.<PAGE>
Coopers & Lybrand L.L.P.
a professional services firm
600 Congress Avenue
Suite 1800
Austin, Texas 78701-3266
telephone (512) 477-1300
facsimile (512) 477-8681
November 14, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Powercold Corporation (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of November
14, 1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
Swiss limited liability association.<PAGE>
