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


                                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)




















                   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

     (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 Exhibit
          Accountants letter of resignation.

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










                   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:   October 24, 1997


     POWERCOLD CORPORATION

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










































                   Sequential Page 3 of 3<PAGE>
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{"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": "97702529"}, "business-address": {"street1": "103 GUADALUPE DR", "street2": "22 PASSAIC ST", "city": "CIBOLO", "state": "TX", "zip": "78108", "phone": "201-470-70"}, "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

                                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)

                   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

     (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 Exhibit
          Accountants letter of resignation.

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

                   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:   October 24, 1997

     POWERCOLD CORPORATION

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

                   Sequential Page 3 of 3