POWERCOLD CORP
NT 10-Q, 2000-11-13
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                   FORM 12B-25 NOTIFICATION OF LATE FILING

                        Commission File Number  33-19584
                                                --------

(Check  One)  [  ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR

For  Period  Ended:  SEPTEMBER 30, 2000
                     ------------------

          [  ]  Transition  Report  on  Form  10-K
          [  ]  Transition  Report  on  Form  11-K
          [  ]  Transition  Report  on  form  10-Q
          [  ]  Transition  Report  on  Form  N-SAR

For  the  Transition  Period  Ended:

Read  Attached  Instruction  Sheet Before Preparing Form.  Please Print or Type.
Nothing  in  this  form  shall  be  construed  to  imply that the Commission has
verified  any  information  contained  herein.

If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:














<PAGE>

PART  I  -  REGISTRANT  INFORMATION

Full  Name  of  Registrant:      PowerCold  Corporation
                                 ----------------------

Former  Name  if  Applicable:

Address  of  principal  Executive  Office(Street  and  Number):

103  Guadalupe  Drive
---------------------

City,  State  and  Zip  Code:

Cibolo,  Texas  78108
---------------------

PART  II  -  RULES  12b-25(b)  AND  (c)

If  the subject report could not be filed without unreasonable effort or expense
and  the  registrant seeks relief pursuant to Rule 12b-25b, the following should
be  completed.  (Check  box  if  appropriate)

[  ]  (a)  The  reasons  described in reasonable detail in Part III of this form
         could  not  be  eliminated  without  unreasonable  effort  or expenses:

[ X]  (b)  The  subject  annual  report,  semi-annual report on Form 10-K, Form
         20-F,  11-F,  Form  N-SAR,  or  portion  thereof,  will  be filed on or
         before  the  fifteenth  calendar day following the prescribed due date;
         or  the  subject quarterly report or transition report on Form 10-Q, or
         portion  thereof  will  be  filed  on  or before the fifth calendar day
         following  the  prescribed  due  date;  and

[  ]  (c)  The  accountant's  statement  or  other  exhibit  required  by  Rule
         12b-25(c)  has  been  attached  if  applicable.


PART  III  -  NARRATIVE

State  below  in  reasonable  detail  the  reasons why the Form 10K, 20-F, 11-K,
10-Q,  N-SAR,  or  the  transition report or portion thereof, could not be filed
within  the  prescribed  time  period.  (Attach  Extra  Sheets  if  needed)

     Consent  of  auditor  review  will  not  be  available  in time for filing.











<PAGE>

PART  IV  -  OTHER  INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
    notification

             Francis  L.  Simola            210            659-8450
             -------------------       ---------------------------------
                  (Name)               (Area  Code)  (Telephone  Number)

(2)  Have  all  other periodic reports required under Section 13 or 15(d) of the
    Securities  Exchange Act of 1934 or Section 30 of the investment Company Act
    of  1940 during the preceding 12 months (or for such shorter period that the
    registrant  was  required to file such reports been filed?  If answer is no,
    identify  reports(s).                               [X]  Yes  [  ]  No


(3)  Is  it anticipated that any significant change in results of operation from
    the  corresponding  period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?
                                                       [  ]  Yes  [X]  No

(4)  If  so,  attach  an explanation of the anticipated change, both narratively
    and  quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate  of  the  results  cannot  be  made.


 PowerCold  Corporation
 ----------------------
(Name  of  Registrant  as  Specified  in  Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.


Date      November  14,  2000
          -----------------


By    /s/Francis  L.  Simola
      ----------------------








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