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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~June~~July 2910, 2006

POWERCOLD CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Nevada	33-19584	23-2582701
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


115 Canfield Road La Vernia, Texas		78121
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 830 779-5223

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8K fining is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEC 873 (5-06)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Item 24.0402.

~~Triggering~~Non-Reliance ~~Events~~on ~~That~~Previously ~~Accelerate~~Issued orFinancial ~~Increase~~Statements or a ~~Direct~~Related ~~Financial~~Audit ~~Obligation~~Report or anCompleted ~~Obligation~~Interim ~~under~~Review. ~~an Off-Balance Sheet Arrangement~~

~~See Item 8~~a.01

~~Item~~On 3January 10, 2006, we disclosed in a Form 8-K that we disposed of all of our interest in PowerCold ComfortAir Solutions, Inc.02, a wholly owned subsidiary company doing business in Florida (“PCS”), effective December 31, 2005.

~~Unregistered~~On ~~Sales~~March of14, ~~Equity~~2006 ~~Securities~~we filed a Form 8-K stating that our independent auditors notified us that the Company’s 2005 Forms l0-Q for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005 contained certain errors and material departures, attributable to PCS.

~~See~~Subsequently, ~~Item~~as 8part of managements’ internal investigation of PCS, we determined that there were additional errors in the accounting and further corrections will be required to the 2004 and 2005 financial statements.01 These findings were forwarded to Williams & Webster, P.S. our independent company auditors.

~~Item 8~~b.01

~~Other~~On ~~Events~~July 6, 2006, Williams & Webster, P.S. our independent company auditors, notified us that they had determined that certain audit evidence provided to them during the audit of PowerCold Corporation’s December 31, 2004 financial statements was both misleading and incorrect. As a result of their past reliance on this information, they believe that the prior filed financial statements are unreliable for the years ending December 31, 2005 and 2004 and have withdrawn their audit reports for the years then ended. We believe that this information is directly attributed to the accounting functions of the former subsidiary, PowerCold ComfortAir Solutions, Inc.

~~The~~We ~~Company~~will ~~announced~~amend ~~that~~financial onstatements ~~June~~for ~~28,~~the ~~2006~~periods itending ~~reached~~December ~~an agreement with Laurus Master Fund~~31, ~~LTD,~~2004 ~~to amend~~ and ~~restate~~December ~~the terms of a Secured Convertible Term Note~~31, ~~dated~~2005 ~~July 29~~respectively, ~~2004,~~to ~~(as~~be ~~amended,~~filed ~~modified~~via ~~and/or~~amendment ~~supplemented from time~~ to ~~time)~~our byForm ~~and~~10-K’s ~~between~~for ~~the~~years ~~Company~~ended ~~and~~December ~~Laurus Master Fund~~31, ~~LTD~~2005 inand ~~the~~2004. As ~~original principal amount~~ of ~~five million dollars ($5,000,000), by payment of~~ the ~~principal~~date ~~amount~~ of ~~$166~~this filing,~~667~~ ~~due~~our ~~for~~auditors ~~the~~have ~~month~~not ofprovided ~~June~~us ~~2006~~with bya ~~issuance~~date ofwhen ~~common~~they ~~stock,~~expect ~~via~~to ~~debt~~complete ~~conversion~~additional ataudit ~~$0.35~~procedures ~~per~~on ~~share,~~the asamended ~~well~~financial asstatements ~~other~~for ~~modifications. The~~the ~~Company~~years ~~has~~ended ~~previously~~December ~~paid $25~~31,~~259.11~~ ~~interest~~2004 ~~payment~~and ~~for the month of June 2006~~2005.

We have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02(a) 9with our independent registered public accounting firm, Williams & Webster, P.01S.

~~Financial Statements and Exhibits~~ c.

~~(d)~~We have provided our independent auditors with a copy of this Form 8-K for review and have requested the independent auditors to provide a letter to the commission stating the auditor’s agreement or disagreement with this filing under Item 4.02 filed as exhibit 7.2 is the letter from Williams & Webster, P.S. dated July 10, 2006 concerning their review under Item 4.02c.

~~Exhibits~~Item 9.01.

~~4.1~~Financial Statements and Exhibits

~~Amended and Restated Secured Convertible Term Note~~7.1

10Letter from Williams & Webster, P.1S. dated July 6, 2006 to the Board of Directors

~~Omnibus Amendment~~7.2

~~SIGNATURES~~Letter from Williams & Webster, P.S. dated July 10, 2006 to the Securities and Exchange Commission

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~POWERCOLD~~FORM ~~CORPORATION~~8-K

~~/s/~~Pursuant ~~Francis~~to L.the ~~Simola~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~___________________________~~POWERCOLD CORPORATION

/s/ Francis L. Simola

~~Chairman and CEO~~___________________________

~~Date: June~~Francis ~~29,~~L. ~~2006~~ Simola

Chairman and CEO

Date: July 10, 2006

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