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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~~ 12September 13, 2007

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))

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

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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 25.0302 ~~Creation~~Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; orElection anof ~~Obligation~~Directors; ~~Under~~Appointment anof ~~Off-Balance~~Certain ~~Sheet~~Officers; ~~Arrangement~~Compensatory Arrangements of aCertain ~~Registrant~~Officers

On ~~June~~September 1213, 2007, ~~the~~Michael ~~Registrant~~J. ~~issued~~Willms aresigned ~~Senior~~as ~~Subordinated Bridge Note to an accredited investor and existing shareholder for~~ a ~~total~~member of ~~$300,000.Principal on~~ the ~~Note~~Board ~~is be due and payable on December 31, 2007 (the Maturity Date), with no principal amortization required prior thereto. All or any part~~ of ~~the~~Directors ~~principal or any obligation due herein, may be pre-paid, at any time, without penalty from the proceeds~~ of aPowerCold ~~Qualified~~Corporation. ~~Refinancing of this Note~~Mr. ~~The~~ ~~Registrant~~Willms ~~has~~was ~~the~~also ~~option to prepay~~ the ~~Note,~~Chair inand ~~full~~sole ormember ~~in part, at any time prior to the Maturity Date, at 100%~~ of the ~~principal~~Registrant’s ~~amount~~Audit ~~of the Note then outstanding plus accrued but unpaid interest~~Committee. ~~Subject~~A tocopy ~~applicable securities laws, at the option~~ of the ~~Holder,~~letter the Note may be converted at maturity into securities having the same terms, conditions and valuation as those issued in connection with a Qualified Refinancing. No conversion can occur unless (i) either (x) an effective current Registration Statement under applicable securities Acts, covering the shares of ~~Common~~resignation ~~Stock to be issued exists or (y) an exemption from registration of the Common Stock~~ is ~~available~~attached ~~to pursuant to Rule 144 of the Securities Act of 1933,~~ as ~~amended~~Exhibit 17.1.

~~For~~On ~~purposes~~September of13, ~~this Note~~2007, aRandy ~~Qualifying~~Rutledge ~~Refinancing~~resigned ~~is defined~~ as a ~~closing~~member of ~~a private placement or public offering to institutional or other accredited investors, which raises a minimum of $2,000,000 of capital for~~ the ~~Borrower~~Board ~~(a “Qualified Refinancing). The Holder is also granted warrants to purchase Common Stock~~ of ~~the~~Directors ~~Registrant (the “Warrants’) in an amount equal to 10%~~ of ~~the~~PowerCold ~~original principal amount of the Note~~Corporation. ~~The~~ ~~Warrants~~A ~~will~~copy ~~expire five years from the date~~ of ~~issuance. The exercise price of~~ the ~~Warrants~~letter ~~is determined at issuance~~ of ~~the~~resignation ~~Warrants and~~ is ~~equal~~attached toas ~~the~~Exhibit ~~lower of $0~~17.~~65 per share or 150% of the average closing price of the Borrower’s Common Stock for the 15 trading days prior to maturity of the Note~~2. ~~There is no floor on the warrant price.~~

~~The Registrant can also redeem all, or any portion of the Note, the Warrants, together with all underlying Common Stock issuable upon exercise of Holder’s Conversion Privileges, upon fourteen~~ (~~14) days’ written notice to the Holder thereof at~~ a ~~price equal to a percentage of the Note Conversion Amount based upon the remaining Principal Amount of the Note together with accrued but unpaid interest.~~)

The Holder will receive, at the Maturity Date, interest at the rate of fifteen per cent (15%) on the unpaid principal balance. Subject to applicable securities laws, such interest may be payable, at the option of the Holder, in cash or unregistered common stock of the Borrower (the “Common Stock”). To the extent the Holder elects to receive such interest in Common Stock, the number of shares shall be determined based on the average of the closing price for the BorrowerRegistrant’s ~~Common Stock for the five preceding trading days prior to the Maturity Date. There are no registration rights granted in connection with this transaction.~~Response

~~There~~The isRegistrant nodisagrees ~~Trust~~unconditionally ~~Indenture~~with orboth ~~Trustee~~Mr. ~~arrangement~~Willms and Mr. Rutledge’s redundant resignation statements. Mr. Willms and Mr. Rutledge were appointed to the ~~note~~Board of Directors on November 1, 2006 based on their background and experience and with the understanding that they would support the Registrant in three specific matters: support all accounting and financial functions and to seek out and hire a new independent accounting firm; implement new internal controls; and assist in locating funding sources for the Registrant. Mr. Willms and Mr. Rutledge never accomplished any of these matters and it is ~~unsecured~~the opinion of the Registrant that they did not provide any solid initiative to support these matters, nor did they take any action to support the Registrant’s future on-going efforts.

~~The~~On ~~Note~~July 11, 2007, the ~~Warrant,~~Board ~~and~~of ~~any~~Directors ~~Derivative~~terminated ~~Securities~~Randy ~~issuable~~Rutledge ~~under~~as Chief Financial Officer of the ~~Note~~Registrant ~~cannot~~for benon-performance. The ~~assigned~~Board ~~without~~of ~~the~~Directors ~~consent~~also asked Mr. Rutledge to resign as a Director of the Registrant. On June 27, an2007, ~~exemption~~Mr. ~~from~~Willms ~~registration~~notified ~~exists~~management ~~under~~via ~~applicable~~email ~~securities~~that ~~laws,~~he ~~and~~would anresign ~~opinion~~from the Registrant’s Board of ~~counsel~~Directors ~~that~~if anMr. ~~assignment~~Rutledge, ~~will~~whom ~~not~~Mr. ~~violate~~Willms ~~applicable~~recommended ~~securities~~as ~~laws~~the CFO, was terminated.

2The Board of Directors is seeking additional qualified individuals to serve as Directors, Audit Committee members, as well as Chief Financial Officer. The Board of Directors are also reviewing various internal and external options to support and strengthen its accounting and financial functions including internal controls.

~~The~~Item ~~Senior~~9.01. ~~Subordinated~~Financial ~~Bridge~~Statements ~~Note offered, sold~~ and issued has not been or was not registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.Exhibits

~~Item~~(c) 3Exhibits 17.021 ~~Unregistered~~Letter ~~Sales~~dated ofSeptember ~~Equity~~13, ~~Securities~~2007 from Michael J. Willms 17.2 Letter dated September 13, 2007 from Randy Rutledge

~~The information called for by this item is contained in Item~~ 2~~.03, which is incorporated herein by reference.~~

SIGNATURES

~~FORM~~ 8-K

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.

POWERCOLD CORPORATION

/s/ Francis L. Simola

___________________________

Francis L. Simola

Chief Executive Officer

Date: ~~June~~ 21September 17, 2007

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