DOWNLOAD FORMATTING INSTRUCTIONS FOR CORRECT PAGINATION ON 8.5 X 11 PAGES:
PAGE SETUP: .5"TOP, .5"BOTTOM, .5"LEFT, .5"RIGHT
TYPE: COURIER NEW, 10pt except where otherwise noted within the text
BEGIN PAGE AT "START"
This space intentionally left blank.
<PAGE>
START***************************************************************************
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D C 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2000
COMMISSION FILE NUMBER 33-19584
POWERCOLD CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 23-258270
(State of Incorporation) (IRS Employer
Identification No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108 210-659-8450
(Address of principal executive offices) (Registrant's telephone
number)
Securities registered pursuant to Sections 12(b) of the Act: NONE
Securities registered pursuant to Sections 12(g) of the Act: NONE
Common Stock, $0.001 Par Value OTC Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes X NO.
As of March 31, 2000, 8,924,996 Common Shares were outstanding, and the
aggregate market value of such shares held by non-affiliates was approximately
$2,852,729
<PAGE>
POWERCOLD CORPORATION
AND SUBSIDIARIES
INDEX
-----
PART I. FINANCIAL INFORMATION PAGE
ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets as of
March 31, 2000 and December 31, 1999. 3
Consolidated Statement of Operations for Three
Months Ended March 31, 2000 and March 31, 1999. 4
Consolidated Statement of Cash Flows for Three
Months Ended March 31, 2000 and March 31, 1999. 5
Notes to Consolidated Financial Statements at March 31, 2000. 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF 8
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.
<PAGE>
R. E. BASSIE & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
7171 Harwin Drive, Suite 306
Houston, Texas 77036-2197
Tel: (713) 266-0691 Fax: (713) 266-0692
E-Mail: [email protected]
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
The Board of Directors
PowerCold Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of
PowerCold Corporation and Subsidiaries as of March 31, 2000, and the related
condensed consolidated statements of operations and cash flows for the
three-month periods ended March 31, 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 4 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 4) 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
May 10, 2000
<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2000 and December 31, 1999
(Unaudited - see accompanying accountants' review report)
<TABLE>
2000 1999
(Audited)
--------------- ---------------
<S> <C> <C>
Assets
Current assets:
Cash $ 363,728 $ 14,455
Trade accounts receivable, net of allowance
for doubtful accounts of $81,778 in 2000
and 1999 69,291 150,791
Receivable from Channel Freeze Technologies 283,410 274,910
Receivable from related parties 1,312 1,312
Refundable income taxes 52,222 52,222
Inventories 34,993 34,993
Prepaid expenses 69,347 69,347
--------------- ---------------
Total current assets 874,303 598,030
--------------- ---------------
Investment in affiliate 616,332 621,092
Property and equipment, net 20,596 24,301
Patent rights and related technology, net 361,426 374,003
Goodwill, net 112,766 115,398
--------------- ---------------
Total assets $ 1,985,423 $ 1,732,824
=============== ===============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses 711,711 672,533
Commissions payable 67,298 67,298
Advances from affiliates 398,198 365,254
Short-term borrowing 21,378 21,378
Current installments of long-term debt 3,564 3,564
--------------- ---------------
Total current liabilities 1,202,149 1,130,027
Long-term debt, less current installments 9,609 9,609
--------------- ---------------
Total liabilities 1,211,758 1,139,636
--------------- ---------------
Stockholders' equity:
Convertible, preferred stock, Series A,
$.001 par value, $1,000,000 in liquidation,
1,250,000 shares authorized, issued
and outstanding 1,250 1,250
Common stock, $.001 par value. Authorized
200,000,000 shares: issued and outstanding,
8,924,996 shares in 2000 and 7,876,641 in 1999 8,925 7,876
Additional paid-in capital 6,557,108 6,044,092
Accumulated deficit (5,785,118) (5,451,530)
--------------- ---------------
782,165 601,688
Less receivable for stock subscription (8,500) (8,500)
--------------- ---------------
Total stockholders' equity 773,665 593,188
Commitments and contingent liabilities
Total liabilities and stockholders' equity $ 1,985,423 $ 1,732,824
============== ===============
See accompanying notes to consolidated financial statements.
<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 2000 and 1999
(Unaudited - see accompanying accountants' review report)
</TABLE>
<TABLE>
2000 1999
(Reviewed) (Unaudited)
--------------- ---------------
<S> <C> <C>
Revenues:
Product sales $ 28,708 $ 66,965
Services 14,190 26,603
--------------- ---------------
Total revenues 42,898 93,568
--------------- ---------------
Cost of revenues
Product sales 34,945 34,468
Services 9,876 43,594
--------------- ---------------
Total cost of revenues 44,821 78,062
--------------- ---------------
Gross margin (1,923) 15,506
Operating expenses:
General and administrative 295,352 103,682
Sales and marketing - 90,218
Research and development - 16,048
Depreciation and amortization expense 18,914 25,494
--------------- ---------------
Total operating expenses 314,266 235,442
--------------- ---------------
Operating loss (316,189) (219,936)
Other income (expenses):
Interest income - 10,043
Interest expense (12,639) (14,482)
--------------- ---------------
Total other income (expense) (12,639) (4,439)
Loss before provision for income tax (328,828) (224,375)
--------------- ---------------
Provisions for income taxes - -
Loss before losses of unconsolidated
affiliates (328,828) (224,375)
Equity in loss of unconsolidated
affiliates (4,760) (35,567)
--------------- ---------------
Net loss $ (333,588) $ (259,942)
=============== ================
Net loss per share $ (0.04) $ (0.03)
=============== ================
Weighted average common shares 8,222,811 6,836,935
=============== ================
See accompanying notes to consolidated financial statements.
<PAGE>
POWERCOLD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2000 and 1999
(Unaudited - see accompanying accountants' review report)
</TABLE>
<TABLE>
2000 1999
(Reviewed) (Unaudited)
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (333,588) $ (259,942)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 18,914 25,494
Equity loss in unconsolidated affiliate 4,760 35,567
Common stock issued for operating expenses 139,065 59,511
(Increase) decrease in accounts receivable 81,500 (55,929)
(Increase) decrease in receivable from
Channel Freeze (8,500) -
Increase in interest receivable - (63,515)
(Increase) decrease in inventories - (5,984)
(Increase) decrease in prepaid expenses
and other current assets - 1,254
Increase in accounts payable and accrued
expenses 39,178 12,838
--------------- ---------------
Net cash used in operating activities (58,671) (250,706)
--------------- ---------------
Cash flows from investing activities:
Increase in advances from affiliate 32,944 295,179
Proceeds from sale of securities available
for sale - 32,500
--------------- ---------------
Net cash provided by investing activities 32,944 327,679
--------------- ---------------
Cash flows from financing activities:
Proceeds from short-term borrowings
- 6,669
Repayment of short-term borrowings
- 100,000)
Proceeds from issuance of shares under
private placement 375,000 -
--------------- ---------------
Net cash provided by (used in)
financing activities 375,000 (93,331)
--------------- ---------------
Net increase (decrease) in cash 349,273 (16,358)
Cash at beginning of year 14,455 21,781
--------------- ---------------
Cash at end of year $ 363,728 $ 5,423
=============== ===============
Supplemental schedule of cash flow information:
Interest paid $ 12,639 $ 14,482
=============== ===============
Noncash operating activities:
Common stock issued for deferred compensation $ - $ 39,900
=============== ===============
See accompanying notes to consolidated financial statements.
<PAGE>
POWERCOLD CORPORATION Notes to Consolidated
AND SUBSIDIARIES Financial Statements at
March 31, 2000 (Unaudited)
(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 Rule 10-01
of Regulation S-X, 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 three-month
period March 31, 2000, and the Company has used substantial amounts of working
capital in its operations. At March 31, 2000, current liabilities exceed
current assets by $327,846 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) UPDATED INFORMATION
The following updated transaction is from prior information, which was included
in Form 10KSB for the year ended December 31, 1999.
The Company formed Channel Freeze Technologies, Inc. (CFTI) in 1998 to
accommodate the acquisition of intellectual property assets related to Channel
Ice Technology. On September 15, 1998, the Company executed an Agreement to
acquire eighty percent (80%) of the assets of Channel Ice Technologies from SIR
Worldwide LLC for a cash payment of $850,000 and additional installment fee
payments of $5,950,000, plus stock options, and together with transfer of
twenty (20%) interest in CFTI.
<PAGE>
POWERCOLD CORPORATION Notes to Consolidated
AND SUBSIDIARIES Financial Statements at
March 31, 2000 (Unaudited)
The Company paid an initial partial down payment of $250,000 and an additional
$400,000, plus $3,750 in interest of the $850,000 cash purchase price. Fee
payments due for sales of Channel Ice Technology units; either a 10% net fee
payment for distributors or a 13% net sales fee payment for the basic sale of
the net gross invoice price on all Channel Ice Technology Units sold. Stock
options; to acquire 400,000 shares of the common stock of PowerCold, par value
$0.001, at a price of $2.50 per share, for a period not to exceed two (2) years
from the date of Closing.
For each 1 million dollars in Channel Ice Technology Unit sales, PowerCold shall
acquire an additional (1%) equity interest in Purchaser for each payment of
85,000, up to a maximum ownership interest by PowerCold in CFTI of (80%).
The Company shall have the right to prepay any or all amounts owed. PowerCold
shall have the exclusive right of first refusal and option to acquire all
interest in CFTI for a period not to exceed five years and for a price equal to
the then market value or as mutually agreed.
<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 to take
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) years 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>
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>
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 - FIRST QUARTER 2000
The Company's Consolidated Statements of Operations for the first quarter ended
March 31, 2000 compared to the first quarter ended March 31, 199: Total revenue
for the first quarter 2000 was $42,898 compared to $93,568 for 1999; operating
loss of ($316,189) for 2000 compared to ($219,936) for 1999; and net loss of
($333,588) or ($0.04) per share for 2000 compared to a net loss of ($259,942) or
($0.04) per share for 1999. Net income (loss) per share was based on weighted
average number of shares of 8,222,811 for 2000 compared to 6,836,935 for 1999.
The Company's Consolidated Balance Sheets as of March 31, 2000 and March 31,
1999 respectively: Total current assets were $874,303 for 2000 and $1,001,712
for 1999; total assets were $1,985,423 for 2000 and $2,376,125 for 1999; total
liabilities were $1,211,758 for 2000 and were $1,379,063 for 1999; total
stockholders' equity was $773,665 for 2000 and $997,062 for 1999; and the
Company has no long term debt.
The first quarter ending March 31, 2000; operating loss was due to maintaining
general Company operating overhead including additional engineering and
marketing costs for Nauticon and Channel Freeze product lines. The Company
issued a total of 448,355 shares of new common restricted shares in the first
quarter for consulting services. The Company issued a total of 600,000 shares of
new common restricted shares in the first quarter for $375,000.00 cash.
Management believes that its working capital may not be sufficient to support
both its operations and growth plans for acquisitions and joint ventures for the
near future. But, actions presently being taken to obtain additional financing
to support its related acquisitions and their unique products will provide the
opportunity to increase its sales and revenue.
Because of insufficient working capital needed for raw materials and labor for
the Company, sales and revenue was greatly impaired. The Company had to cancel
some $1.7 Million in orders. 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.
Nauticon has been continually hindered by major operating and legal expenses due
to previous inept management. Because of the major operating losses incurred by
previous management, Nauticon does not have sufficient resources to continue
operations, therefore the Company has ceased Nauticon's operations. The
Nauticon product technology was licensed to RealCold Products for a two and one
half per cent (2 1/2%) royalty fee on product sales.
Channel Freeze sales and revenue continues to be slow, because of the limited
marketing experience and lack of product credibility in the marketplace. The
new Channel Freeze management support team believes that the product is now
ready for customer delivery and acceptance.
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>
FINANCIAL SUMMARY:
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
-------------------- --------------------
Revenue $ 42,898 $ 93,568
Net Income (Loss) $ (328,828) $ (224,375)
Net Income (Loss) Per Share $ (0.04) $ (0.04)
Shares Outstanding (Avg.) 8,222,811 6,836,935
Total Assets $ 1,985,423 $ 2,376,125
Total Liabilities $ 1,211,758 $ 1,379,063
Total Stockholders Equity $ 773,665 $ 997,062
PART 11. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Management of the Company is seeking to recoup damages from the former president
and director of Nauticon, in connection with Nauticon's acquisition by the
Company. 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 at this time, 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 and other financial and managerial
problems, and continued lack of operating capital, bad debts and certain claims
have been filed against some of the Companies
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 - Dated April 5, 2000
POWERCOLD CORPORATION
FORM 10-Q
MARCH 31, 2000
SIGNATURE
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.
POWERCOLD CORPORATION
Registrant
By: /s/Francis L. Simola Date: May 12, 2000
- -------------------------------------- ----------------------
President and CEO
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets for POWERCOLD CORPORATION AND SUBSIDIARIES at
March 31, 2000 and the Consolidated Statements of Operations for
POWERCOLD CORPORATION AND SUBSIDIARIES for the period ended March 31, 2000
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 363,728
<SECURITIES> 0
<RECEIVABLES> 354,013
<ALLOWANCES> 0
<INVENTORY> 34,993
<CURRENT-ASSETS> 874,303
<PP&E> 20,596
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,985,423
<CURRENT-LIABILITIES> 1,211,758
<BONDS> 0
1,250
0
<COMMON> 8,925
<OTHER-SE> 773,665
<TOTAL-LIABILITY-AND-EQUITY> 1,985,423
<SALES> 28,708
<TOTAL-REVENUES> 42,898
<CGS> 34,945
<TOTAL-COSTS> 314,266
<OTHER-EXPENSES> (12,639)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (328,828)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (333,588)
<EPS-BASIC> (0.4)
<EPS-DILUTED> (0.4)
</TABLE>
