SECURITIES AND EXCHANGE COMMISSION

                            Washington,  DC  20549

                                   FORM 8-K

                                CURRENT REPORT

                      PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES AND EXCHANGE ACT OF 1934


                                 JUNE 12, 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)
















                   Sequential Page 1 of 3<PAGE>


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
     None

ITEM 5 - OTHER EVENTS

The Company and Rotary Power International, Inc. signed a Plan and Agreement of
Merger on March 21, 1997 and, upon approval by the stockholders of Rotary Power
International, Inc., the Transaction will be completed. Rotary Power
International, Inc. is currently in the process of preparing a Proxy Statement
for approval of the Plan and Agreement of Merger.

Rotary Power International, Inc.'s current and anticipated cash resources are
not expected to be sufficient to enable Rotary Power International, Inc. to
continue its operations in an orderly manner. Accordingly, Rotary Power
International, Inc. requires additional financing in order to fund its
operations until it achieves positive cash flow from the sale of its products.
Therefore, the 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, the Company may not
continue as a "going concern" and creditors may force the Company into a
reorganization under Federal Bankruptcy laws or pursue other remedies against
the Company. Management of PowerCold continues to evaluate the deteriorating
condition of the Company and the feasibility of the Transaction in light of
current developments. If the Transaction as proposed is approved, PowerCold
will evaluate whether a reorganization of Rotary Power International, Inc.
under Federal Bankruptcy laws is appropriate.

ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS

Richard M. H. Thompson has declined to serve on the Board of Directors because
of the following:

1)  To eliminate any possible cause of conflict of interest due to the pending
acquisition of Rotary Power International, Inc. by the Company.

2)  There never was a formal directors acceptance by Richard M. H. Thompson


ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
     None

ITEM 8 - CHANGE IN FISCAL YEAR
     None



                   Sequential Page 2 of 3<PAGE>





                                  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:   JUNE 12, 1997


     POWERCOLD CORPORATION


     /s/Francis L. Simola
     -----------------------
     Francis L. Simola
     President/CEO




































                   Sequential Page 3 of 3<PAGE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3980}]
{"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": "97627136"}, "business-address": {"street1": "PO BOX 128", "street2": "22 PASSAIC ST", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075-0128", "phone": "201-470-7000"}, "mail-address": {"street1": "PO BOX 128", "street2": "22 PASSAIC ST", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075-0128"}, "former-company": [{"former-conformed-name": "INTERNATIONAL CRYOGENIC SYSTEMS CORP", "date-changed": "19931124"}, {"former-conformed-name": "MARCO VENTURES", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION

                            Washington,  DC  20549

                                   FORM 8-K

                                CURRENT REPORT

                      PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES AND EXCHANGE ACT OF 1934

                                 JUNE 12, 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)

                   Sequential Page 1 of 3
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
     None

ITEM 5 - OTHER EVENTS

The Company and Rotary Power International, Inc. signed a Plan and Agreement of
Merger on March 21, 1997 and, upon approval by the stockholders of Rotary Power
International, Inc., the Transaction will be completed. Rotary Power
International, Inc. is currently in the process of preparing a Proxy Statement
for approval of the Plan and Agreement of Merger.

Rotary Power International, Inc.'s current and anticipated cash resources are
not expected to be sufficient to enable Rotary Power International, Inc. to
continue its operations in an orderly manner. Accordingly, Rotary Power
International, Inc. requires additional financing in order to fund its
operations until it achieves positive cash flow from the sale of its products.
Therefore, the 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, the Company may not
continue as a "going concern" and creditors may force the Company into a
reorganization under Federal Bankruptcy laws or pursue other remedies against
the Company. Management of PowerCold continues to evaluate the deteriorating
condition of the Company and the feasibility of the Transaction in light of
current developments. If the Transaction as proposed is approved, PowerCold
will evaluate whether a reorganization of Rotary Power International, Inc.
under Federal Bankruptcy laws is appropriate.

ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS

Richard M. H. Thompson has declined to serve on the Board of Directors because
of the following:

1)  To eliminate any possible cause of conflict of interest due to the pending
acquisition of Rotary Power International, Inc. by the Company.

2)  There never was a formal directors acceptance by Richard M. H. Thompson

ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
     None

ITEM 8 - CHANGE IN FISCAL YEAR
     None

                   Sequential Page 2 of 3
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:   JUNE 12, 1997

     POWERCOLD CORPORATION

     /s/Francis L. Simola
     -----------------------
     Francis L. Simola
     President/CEO

                   Sequential Page 3 of 3