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_____________________________________________________________________________




                       SECURITIES AND EXCHANGE COMMISSION

                            Washington D. C. 20549



                                  FORM 8-K



                         Current Report Pursuant 
                       to Section 13 or 15(d) of the 
                    Securities and Exchange Act of 1934


                      Date of Report:  July 23, 1997



                            POWERCOLD CORPORATION
            ______________________________________________________
            (Exact Name of Registrant as Specified in its Charter)

                                 FORMERLY
                 INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION

                                 NEVADA
                ______________________________________________
                (State or Other Jurisdiction of Incorporation)


             33-19584                             23-2582701

     ________________________        ____________________________________
     (Commission File Number)        (IRS Employer Identification Number)


                103 GUADALUPE DRIVE  CIBOLO, TEXAS       78108

             ________________________________________  __________
             (Address of Principal Executive Offices)  (Zip Code)


                             210 659-8450
              _______________________________________________
              (Registrant's Phone Number, Including Area Code)









_____________________________________________________________________________
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT

        None

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

        On July 21,  1997, the  Company and  Rotary  Power  International, Inc.
        agreed to the First Amendment to the Plan and Agreement of Merger.  
        The Parties  agreed  to amend  Section 1.2 - The Closing  by extending
        the Agreement an additional forty five (45) days.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

        None

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

        None

ITEM 5. OTHER EVENTS

        The Company and Rotary Power International, Inc. signed a Plan and
        Agreement of Merger on March 21, 1997. A Proxy Statement/Prospectus is
        currently being prepared, and upon approval by the shareholders of 
        Rotary Power International, Inc., the Transaction will be completed.
        Since the Company initially entered into an Agreement to merge with 
        Rotary Power International, Inc., there has been a continuing 
        deterioration in Rotary Power's negative cash flow from operations. 
        Funding provided by the Company, which initially invested $1,000,000 in
        equity and the $1,000,000 in proceeds from bondholders, was not 
        sufficient to support daily cash flow needs through the first (5) 
        months of 1997. The Company did not have any obligation to support 
        Rotary Power with any additional financing. In early May the Company 
        voluntarily loaned Rotary Power $100,000 for back due rent on the 
        building, $75,000 for the May interest payment on bond debt, and on 
        June 19, 1997 the Company loaned Rotary Power an additional $41,767 due
        employees for payroll.  In June 1997 Management decided not to loan 
        Rotary Power any additional funds for two reasons; the uncertainty of 
        Rotary Power's collateral for the Company's financing and after 
        Receiving documentation from Company's General Counsel based on his 
        investigation of Rotary Power, which recently uncovered probable 
        misrepresentation of material financial information by RPI to PowerCold
        in December 1996 and thereafter. Currently Rotary Power is in default 
        on accounts payable due vendors, payments to the landlord, and payments
        to the bondholders Trustee.  Consequently, Rotary Power International, 
        Inc. requires additional funding for its daily operations. Therefore, 
        the economic viability and long-term future of Rotary Power 
        International, Inc. depends on its ability to obtain additional sources
        of financing, and there can be no assurance that such financing can be 
        obtained on acceptable terms or at All.  Due to the uncertainties and 
        risks of lack of financing, Rotary Power may not continue as a "going 
        concern" and creditors may force Rotary Power into a reorganization 
        under Federal Bankruptcy. Management of the Company continues to 
        evaluate the deteriorating condition of Rotary Power and the 
        feasibility of additional financing from investors.  If the Plan 
        and Agreement of Merger, extended an additional (45) days, is approved 
        by Rotary Power shareholders the Company will re-evaluate the 
        feasibility of Rotary Power's products and organization.




<PAGE>
        On July 9, 1997, Company Counsel was notified by Counsel for the 
        Trustee for the NJEDA Bonds, that Rotary Power International, Inc. is
        prohibited from entering into a merger transaction unless it first 
        meets certain conditions, set forth in the prior Bondholders Loan 
        Agreement with Rotary Power International, Inc.

        Management of the Company has become aware that filings with the 
        Securities and Exchange Commission on behalf of the Company by Rotary 
        Power International, Inc. contained false and misleading statements. 
        These Were apparently filed on July 22, 1997. (herein "the July 22, 
        1997 filing")

        The July 22, 1997 filing by Rotary Power International, Inc. states 
        that On March 31, 1997, the Directors of Rotary Power International, 
        Inc. elected Francis L. Simola, President and CEO of PowerCold 
        Corporation to fill a vacancy on the Board of Directors of Rotary Power
        International, Inc. and to serve as the Secretary  of Rotary Power 
        International, Inc.

        Francis L. Simola, President and CEO of the Company did not fill a 
        Vacancy on the Board of Directors of Rotary Power International, Inc. 
        and did not serve as Secretary of Rotary Power International, Inc. for 
        the assumed period of March 31, 1997 through July 16, 1997, and he has 
        never been a Director or Officer, nor held any position with Rotary 
        Power International, Inc. at any time.  Reference attached letter dated
        June 17, 1997.

        On May 21, 1997, Francis L. Simola received for the first time, a 
        Facsimile copy of Minutes of The Board of Directors of Rotary Power 
        International, Inc. apparently held on March 31, 1997, stating that he
        was present by invitation at the Board Meeting (Mr. Simola was neither 
        invited nor contacted), which purported to elect Mr. Simola as a 
        Director and Secretary and asking for his signature as Secretary of the
        Meeting.

        Francis L. Simola was never present at the Board meeting on March 31, 
        1997, either in person or by phone. Mr. Simola has never agreed 
        verbally nor accepted in writing any position as Director or Officer of
        Rotary Power International, Inc.

        The July 22, 1997 filing by Rotary Power International, Inc. also 
        States that the remaining four Directors of Rotary Power International,
        Inc. had resigned effective April 1, 1997 purportedly based on a 
        written demand received by counsel to PowerCold and on the belief that 
        Mr. Simola's election as a Director and Secretary of Rotary Power 
        International, Inc. had become effective; and further alleges that on 
        July 16, 1997, the former Directors held a meeting and rescinded their 
        resignations as Directors and elected Mr. Thompson as President and CEO
        of the Company on July 16, 1997.

        Unfortunately these statements all presume that there were no Officers 
        and Directors of Rotary Power International, Inc. between March 31, 
        1997 and July 16, 1997. The Officers and Directors of Rotary Power 
        International, Inc. remained in their respective positions during that 
        time, and that Richard M.H. Thompson always remained and held himself 
        out as the President and CEO of Rotary Power International, Inc.  
        Reference the following:

        *  When PowerCold Counsel asked for Rotary Power International, Inc.
        Directors resignations, there was no Amendment as such to the Plan and
        Agreement of Merger between PowerCold Corporation and Rotary Power
        International, Inc. per the following sections:
<PAGE>
        Section 5.2(d) The Buyer and the Transitory Subsidiary shall have 
        Received the resignations, effective as of the Effective Time of each 
        director and officer of the Company and its Subsidiary specified by the
        Buyer in  writing on or prior to the Closing.

        Section 7.9  No amendment of any provision of this Agreement shall be 
        Valid unless the same shall be in writing and signed by all of the 
        Parties.

        *  Rotary Power International, Inc. Directors did not file the required
        Form 8-K Item 6 - "Resignations of Registrant's Directors' in a timely
        manner that all their Directors resigned.  No Form 8-K filing occurred
        until the July 22, 1997 filing.  No explanation has been provided by 
        Rotary Power why it has not made timely and appropriate disclosures of 
        Rotary Power, its Directors and Officers since March 31, 1997.

        *  Richard M.H. Thompson has continually acted and held himself out as
        President and CEO of Rotary Power International, Inc. during the period
        between March 31, 1997 and July 16, 1997. As President and CEO of 
        Rotary Power International, Inc. during such period, he has filed SEC 
        filings, Has communicated in writing by both signing and receiving 
        letters and correspondence with third parties, and has made daily 
        management decisions pertaining to operations of the business, cash 
        disbursements and employee duties and relations.

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

***************************************************************************

                              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:   July 23, 1997

POWERCOLD CORPORATION


/s/      Francis L. Simola
___________________________________
Frank L. Simola

Title:    President/CEO
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11273}]
{"company-data": {"conformed-name": "POWERCOLD CORP", "cik": "0000827055", "assigned-sic": "6770", "irs-number": "232582701", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19584", "film-number": "97646831"}, "business-address": {"street1": "P.O. BOX 1027", "street2": "103 GUADALUPE DR", "city": "CIBOLO", "state": "TX", "zip": "78108", "phone": "201-470-7000"}, "mail-address": {"street1": "P.O. BOX 1027", "street2": "103 GUADALUPE DR", "city": "CIBOLO", "state": "TX", "zip": "78108"}, "former-company": [{"former-conformed-name": "INTERNATIONAL CRYOGENIC SYSTEMS CORP", "date-changed": "19931124"}, {"former-conformed-name": "MARCO VENTURES", "date-changed": "19920703"}]}
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_____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington D. C. 20549

                                  FORM 8-K

                         Current Report Pursuant 
                       to Section 13 or 15(d) of the 
                    Securities and Exchange Act of 1934

                      Date of Report:  July 23, 1997

                            POWERCOLD CORPORATION
            ______________________________________________________
            (Exact Name of Registrant as Specified in its Charter)

                                 FORMERLY
                 INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION

                                 NEVADA
                ______________________________________________
                (State or Other Jurisdiction of Incorporation)

             33-19584                             23-2582701

     ________________________        ____________________________________
     (Commission File Number)        (IRS Employer Identification Number)

                103 GUADALUPE DRIVE  CIBOLO, TEXAS       78108

             ________________________________________  __________
             (Address of Principal Executive Offices)  (Zip Code)

                             210 659-8450
              _______________________________________________
              (Registrant's Phone Number, Including Area Code)

_____________________________________________________________________________
ITEM 1. CHANGES IN CONTROL OF REGISTRANT

        None

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

        On July 21,  1997, the  Company and  Rotary  Power  International, Inc.
        agreed to the First Amendment to the Plan and Agreement of Merger.  
        The Parties  agreed  to amend  Section 1.2 - The Closing  by extending
        the Agreement an additional forty five (45) days.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

        None

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

        None

ITEM 5. OTHER EVENTS

        The Company and Rotary Power International, Inc. signed a Plan and
        Agreement of Merger on March 21, 1997. A Proxy Statement/Prospectus is
        currently being prepared, and upon approval by the shareholders of 
        Rotary Power International, Inc., the Transaction will be completed.
        Since the Company initially entered into an Agreement to merge with 
        Rotary Power International, Inc., there has been a continuing 
        deterioration in Rotary Power's negative cash flow from operations. 
        Funding provided by the Company, which initially invested $1,000,000 in
        equity and the $1,000,000 in proceeds from bondholders, was not 
        sufficient to support daily cash flow needs through the first (5) 
        months of 1997. The Company did not have any obligation to support 
        Rotary Power with any additional financing. In early May the Company 
        voluntarily loaned Rotary Power $100,000 for back due rent on the 
        building, $75,000 for the May interest payment on bond debt, and on 
        June 19, 1997 the Company loaned Rotary Power an additional $41,767 due
        employees for payroll.  In June 1997 Management decided not to loan 
        Rotary Power any additional funds for two reasons; the uncertainty of 
        Rotary Power's collateral for the Company's financing and after 
        Receiving documentation from Company's General Counsel based on his 
        investigation of Rotary Power, which recently uncovered probable 
        misrepresentation of material financial information by RPI to PowerCold
        in December 1996 and thereafter. Currently Rotary Power is in default 
        on accounts payable due vendors, payments to the landlord, and payments
        to the bondholders Trustee.  Consequently, Rotary Power International, 
        Inc. requires additional funding for its daily operations. Therefore, 
        the economic viability and long-term future of Rotary Power 
        International, Inc. depends on its ability to obtain additional sources
        of financing, and there can be no assurance that such financing can be 
        obtained on acceptable terms or at All.  Due to the uncertainties and 
        risks of lack of financing, Rotary Power may not continue as a "going 
        concern" and creditors may force Rotary Power into a reorganization 
        under Federal Bankruptcy. Management of the Company continues to 
        evaluate the deteriorating condition of Rotary Power and the 
        feasibility of additional financing from investors.  If the Plan 
        and Agreement of Merger, extended an additional (45) days, is approved 
        by Rotary Power shareholders the Company will re-evaluate the 
        feasibility of Rotary Power's products and organization.
On July 9, 1997, Company Counsel was notified by Counsel for the 
        Trustee for the NJEDA Bonds, that Rotary Power International, Inc. is
        prohibited from entering into a merger transaction unless it first 
        meets certain conditions, set forth in the prior Bondholders Loan 
        Agreement with Rotary Power International, Inc.

        Management of the Company has become aware that filings with the 
        Securities and Exchange Commission on behalf of the Company by Rotary 
        Power International, Inc. contained false and misleading statements. 
        These Were apparently filed on July 22, 1997. (herein "the July 22, 
        1997 filing")

        The July 22, 1997 filing by Rotary Power International, Inc. states 
        that On March 31, 1997, the Directors of Rotary Power International, 
        Inc. elected Francis L. Simola, President and CEO of PowerCold 
        Corporation to fill a vacancy on the Board of Directors of Rotary Power
        International, Inc. and to serve as the Secretary  of Rotary Power 
        International, Inc.

        Francis L. Simola, President and CEO of the Company did not fill a 
        Vacancy on the Board of Directors of Rotary Power International, Inc. 
        and did not serve as Secretary of Rotary Power International, Inc. for 
        the assumed period of March 31, 1997 through July 16, 1997, and he has 
        never been a Director or Officer, nor held any position with Rotary 
        Power International, Inc. at any time.  Reference attached letter dated
        June 17, 1997.

        On May 21, 1997, Francis L. Simola received for the first time, a 
        Facsimile copy of Minutes of The Board of Directors of Rotary Power 
        International, Inc. apparently held on March 31, 1997, stating that he
        was present by invitation at the Board Meeting (Mr. Simola was neither 
        invited nor contacted), which purported to elect Mr. Simola as a 
        Director and Secretary and asking for his signature as Secretary of the
        Meeting.

        Francis L. Simola was never present at the Board meeting on March 31, 
        1997, either in person or by phone. Mr. Simola has never agreed 
        verbally nor accepted in writing any position as Director or Officer of
        Rotary Power International, Inc.

        The July 22, 1997 filing by Rotary Power International, Inc. also 
        States that the remaining four Directors of Rotary Power International,
        Inc. had resigned effective April 1, 1997 purportedly based on a 
        written demand received by counsel to PowerCold and on the belief that 
        Mr. Simola's election as a Director and Secretary of Rotary Power 
        International, Inc. had become effective; and further alleges that on 
        July 16, 1997, the former Directors held a meeting and rescinded their 
        resignations as Directors and elected Mr. Thompson as President and CEO
        of the Company on July 16, 1997.

        Unfortunately these statements all presume that there were no Officers 
        and Directors of Rotary Power International, Inc. between March 31, 
        1997 and July 16, 1997. The Officers and Directors of Rotary Power 
        International, Inc. remained in their respective positions during that 
        time, and that Richard M.H. Thompson always remained and held himself 
        out as the President and CEO of Rotary Power International, Inc.  
        Reference the following:

        *  When PowerCold Counsel asked for Rotary Power International, Inc.
        Directors resignations, there was no Amendment as such to the Plan and
        Agreement of Merger between PowerCold Corporation and Rotary Power
        International, Inc. per the following sections:
Section 5.2(d) The Buyer and the Transitory Subsidiary shall have 
        Received the resignations, effective as of the Effective Time of each 
        director and officer of the Company and its Subsidiary specified by the
        Buyer in  writing on or prior to the Closing.

        Section 7.9  No amendment of any provision of this Agreement shall be 
        Valid unless the same shall be in writing and signed by all of the 
        Parties.

        *  Rotary Power International, Inc. Directors did not file the required
        Form 8-K Item 6 - "Resignations of Registrant's Directors' in a timely
        manner that all their Directors resigned.  No Form 8-K filing occurred
        until the July 22, 1997 filing.  No explanation has been provided by 
        Rotary Power why it has not made timely and appropriate disclosures of 
        Rotary Power, its Directors and Officers since March 31, 1997.

        *  Richard M.H. Thompson has continually acted and held himself out as
        President and CEO of Rotary Power International, Inc. during the period
        between March 31, 1997 and July 16, 1997. As President and CEO of 
        Rotary Power International, Inc. during such period, he has filed SEC 
        filings, Has communicated in writing by both signing and receiving 
        letters and correspondence with third parties, and has made daily 
        management decisions pertaining to operations of the business, cash 
        disbursements and employee duties and relations.

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

***************************************************************************

                              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:   July 23, 1997

POWERCOLD CORPORATION

/s/      Francis L. Simola
___________________________________
Frank L. Simola

Title:    President/CEO