x ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ~~_______________~~_______________.

COOL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x ☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

As of ~~November 15, 2019,~~September 22, 2020, there were ~~259,994,695~~422,676,611 shares of common stock, $0.001 par value, issued and outstanding.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events, conditions or ~~conditions,~~financial performance forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential sales and revenues; acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

September 30,
2019

December 31,
2018

ASSETS

Current assets:

Cash

$ 203

$ 24,435

Inventory

155,770

54,474

Prepaid expenses and other assets

12,000

12,000

Total current assets

167,973

90,909

Intangibles

210,660

205,974

Equipment, net

83,845

64,446

Total assets

$ 426,478

$ 361,329

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

$ 1,611,441

$ 1,288,175

Accrued liabilities – related party

761,919

743,868

Customer deposits – related party

400,000

400,000

Accrued payroll taxes

62,049

62,049

Debt, current portion

2,767,532

2,091,014

Derivative liability

311,965

149,759

Total current liabilities

5,914,906

4,734,865

Debt, long-term portion, net of debt discount

31,890

36,819

Total liabilities

5,946,796

4,771,684

Commitments and contingencies (Note 5)

Stockholders’ equity (deficit):

Preferred stock Series A, $.001 par value; 410 shares authorized; 3 and 20 issued and outstanding at September 30, 2019 and December 31, 2018, respectively

--

--

Preferred stock Series B, $.001 par value; 3,636,360 shares authorized; 2,727,270 issued and outstanding at September 30, 2019 and December 31, 2018

2,727

2,727

Common stock, $.001 par value; 350,000,000 shares authorized; 252,202,624 and 214,705,916 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively

252,202

214,705

Common stock payable

58,670

--

Additional paid-in capital

46,057,735

45,160,994

Common stock issuable

--

123,670

Common stock held in escrow

8,441

8,441

Accumulated deficit

(51,808,170 )

(49,866,128 )
Non controlling interest

(55,923 )

(54,764 )
Total stockholders’ deficit

(5,484,318 )

(4,410,355 )

Total liabilities and stockholders’ deficit

$ 462,478

$ 361,329

	Three months ended September 30,						Nine months ended September 30						Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018			2020			2019			2020			2019

Revenues	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--
Cost of revenues		--			--			--			--			--			--			--			--
Gross profit		--			--			--			--			--			--			--			--

Operating expenses
Payroll and related expenses		106,004			135,972			369,258			408,787			83,408			136,794			166,158			263,254
Consulting		66,500			101,827			245,207			317,709			51,000			83,383			113,000			178,707
Professional fees		37,100			39,486			163,569			259,428			52,309			44,704			99,109			126,469
Research and development		10,000			12,891			57,102			447,477			--			32,402			10,308			47,102
General and administrative		48,945			161,153			198,643			310,371			3,544			63,832			13,350			149,698
Total operating expenses		268,549			451,329			1,033,779			1,743,772			190,261			361,115			401,925			765,230

Operating loss		(268,549	)		(451,329	)		(1,033,779	)		(1,743,772	)		(190,261	)		(361,115	)		(401,925	)		(765,230	)

Other income (expense):
Interest expense, net		(518,271	)		(713,515	)		(1,588,457	)		(1,685,107	)		(522,192	)		(450,212	)		(889,503	)		(1,070,186	)
Gain On Fixed Assets		--			11,231			--			11,231
Change in fair value of derivative liability		1,039,330			3,444			470,710			22,859			64,103			(526,802	)		(173,865	)		(568,620	)
Loss (Gain) on extinguishment of debt		--			(151,848	)		208,325			(63,848	)
Net Income (loss)		252,510			(1,302,017	)		(1,943,201	)		(3,458,637	)
(Loss), gain on extinguishment of debt														--			(25,860	)		--			208,325

Net loss														(648,350	)		(1,363,989	)		(1,465,293	)		(2,195,711	)
Less: Noncontrolling interest in net loss		(123	)		(148	)		(1,159	)		(1,610	)		7			(812	)		525			(1,282	)

Net income (loss) to shareholders	$	252,387		$	(1,301,869	)	$	(1,942,042	)	$	(3,457,027	)
Net loss to shareholders													$	(648,343	)	$	(1,363,177	)	$	(1,464,768	)	$	(2,194,429	)

Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average common shares outstanding:
Basic and diluted		244,859,877			190,179,571			233,830,512			185,743,486			399,587,534			234,366,883			367,218,079			227,750,844

Additional

Common

Common Stock

Non-

Preferred Stock

Common Stock

Paid-in

Stock

Held in

Accumulated

Controlling

Shares

Amount

Shares

Amount

Capital

Issuable

Escrow

Deficit

Interest

Total

June 30, 2018

2,727,303

2,727

197,110,240

197,110

43,787,348

123,670

8,441

(47,402,897 )

(53,729 )

(3,242,330 )
Sale of stock

-

-

-

-

-

-

-

-

-

-

Issuance of common stock issuable

-

-

-

-

-

-

-

-

-

-

Conversion of Series A preferred stock to common stock

-

-

650,000

650

(650 )

-

-

-

-

-

Cashless warrant exercises

-

-

-

-

-

-

-

-

-

-

Stock issued with debt

-

-

1,583,333

1,583

93,417

-

-

-

-

95,000

Warrants issued for services

-

-

-

-

-

-

-

-

-

-

Warrants issued with debt

-

-

320,821

-

-

-

-

-

Employee common stock

-

-

-

-

-

-

-

Debt converted

-

-

4,000,000

4,000

96,000

-

-

-

-

100,000

Debt issued with beneficial conversion feature

-

-

-

-

455,544

-

-

-

-

455,544

Net loss

-

-

-

-

-

-

-

(1,302,017 )

-

(1,302,017 )
Noncontrolling interest

-

-

-

-

-

-

-

148

(148 )

-

September 30, 2018

2,727,303

2,727

203,343,573

203,343

44,752,480

123,670

8,441

(48,704,766 )

(53,877 )

(3,893,803 )

June 30, 2019

2,727,273

2,727

237,333,916

237,333

45,774,110

58,670

8,441

(52,060,557 )

(56,046 )

(6,035,322 )
Sale of stock

-

-

-

-

-

-

-

-

-

-

Issuance of common stock issuable

-

-

-

-

-

-

Conversion of Series A preferred stock to common stock

-

-

-

-

-

-

-

-

-

-

Stock issued with debt

-

-

-

-

-

-

-

-

-

Warrants issued for services

-

-

-

-

-

-

-

-

-

Warrants issued with debt

-

-

-

-

-

-

-

-

-

Debt converted

-

-

14,868,708

14,869

283,625

-

-

-

-

298,494

Debt issued with beneficial conversion feature

-

-

-

-

-

-

-

-

-

-

Net loss

-

-

-

-

-

-

-

252,510

-

252,510
Noncontrolling interest

-

-

-

-

-

-

-

(123
)

123

-

September 30, 2019

2,727,273

2,727

252,202,624

252,202

46,057,735

58,670

8,441

(51,808,170 )

(55,923 )

(5,484,318 )

Preferred Stock

Common Stock

Additional Paid-in

Common Stock

Common Stock
Held in

Accumulated

Non-
Controlling

Shares

Amount

Shares

Amount

Capital

Issuable

Escrow

Deficit

Interest

Total

December 31, 2017

2,727,303

2,727

152,836,983

152,837

41,401,330

712,000

8,441

(45,247,740 )

(52,267 )

(3,022,672 )
Sale of stock

-

-

1,977,777

1,977

151,348

106,670

-

-

-

259,995

Issuance of common stock issuable

-

-

8,409,091

8,409

591,591

(600,000 )

-

-

-

-

Cashless warrant exercises

-

-

9,603,662

9,604

(9,604 )

-

-

-

-

-

Stock issued with debt

-

-

3,641,727

3,642

170,027

-

-

-

-

173,669

Warrants issued for services

-

-

-

-

25,882

-

-

-

-

25,882

Employee common stock

-

-

2,600,000

2,600

127,400

-

-

-

-

130,000

Debt converted

-

-

18,041,000

18,041

482,984

-

-

-

-

501,025

Debt issued with beneficial conversion feature

-

-

-

-

846,390

-

-

-

-

846,390

Net loss

-

-

-

-

-

-

-

(3,458,637 )

-

(3,458,637 )
Noncontrolling interest

-

-

-

-

-

-

-

1,610

(1,610 )

-

September 30, 2018

2,727,303

2,727

197,110,240

197,110

43,787,348

218,670

8,441

(48,704,767 )

(53,877 )

(4,544,348 )

��

December 31, 2018

2,727,290

2,727

214,705,916

214,705

45,160,994

123,670

8,441

(49,866,128 )

(54,764 )

(4,410,355 )
Sale of stock

-

-

-

-

-

-

-

-

-

-

Issuance of common stock issuable

-

-

1,650,000

1,650

93,350

(95,000 )

-

-

-

-

Conversion of Series A preferred stock to common stock

(17 )

-

850,000

850

(850 )

-

-

-

-

-

Stock issued with debt

-

-

-

-

-

30,000

-

-

-

30,000

Warrants issued for services

-

-

-

-

32,624

-

-

-

-

32,624

Warrants issued with debt

-

-

-

-

112,260

-

-

-

-

112,260

Debt converted

-

-

34,996,708

34,997

515,097

-

-

-

-

550,094

Debt issued with beneficial conversion feature

-

-

-

-

144,260

-

-

-

-

144,260

Net loss

-

-

-

-

-

-

-

(1,943,201 )

-

(1,943,201 )
Noncontrolling interest

-

-

-

-

-

-

-

1,159

(1,159 )

-

September 30, 2019

2,727,273

2,727

252,202,624

252,202

46,057,735

58,670

8,441

(51,808,170 )

(55,923 )

(5,484,318 )
Cool Technologies, Inc. and Subsidiary

	Nine months ended September 30,						Six months ended June 30,
	2019			2018			2020			2019
Operating Activities:
Net loss	$	(1,943,201	)	$	(3,458,637	)	$	(1,465,293	)	$	(2,195,711	)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrants issued for services		32,624			25,882			--			32,624
Loss (Gain) on extinguishment of debt		(208,325	)		63,848
(Gain) on extinguishment of debt								--			(208,325	)
Non-cash interest expense		52,505			8,918			--			34,205
Change in fair value of derivative liability		(470,710	)		(22,859	)		173,865			568,620
Amortization of debt discount		1,210,253			1,645,744			702,888			847,238
Depreciation expense		25,005			20,028			10,308			14,696
Loss (Gain) on Fixed Assets					(11,231	)
Changes in operating assets and liabilities:		--			--
Inventory		(101,296	)		--			(29,849	)		(100,848	)
Prepaid assets		--			(37,000	)		5,000			(14,167	)
Accounts payable		340,546			14,407			94,818			150,594
Accrued interest								171,977			115,377
Accrued liabilities – related party		(74,817	)		(81,229	)		170,344			(751	)
Accrued expenses		--			5,132
Net cash used in operating activities		(1,137,416	)		(1,826,997	)
Accrued payroll taxes								3,229			--
Net cash from operating activities								(162,713	)		(756,448	)

Investing Activities:
Intangible assets		(4,686	)		(19,108	)		(7,747	)		(4,261	)
Proceeds from sale of fixed assets		(44,404	)		--
Net cash used in investing activities		(49,090	)		(19,108	)
Net cash from investing activities								(7,747	)		(4,261	)

Financing Activities:
Proceeds from sale of common stock		--			259,995
Proceeds from debt		1,674,580			2,260,000			157,000			1,220,345
Payments on debt		(512,306	)		(149,589	)		(1,843	)		(472,306	)
Net cash provided by financing activities		1,162,274			2,370,406
Net cash from financing activities								155,157			748,039

Net (decrease) increase in cash		(24,232	)		524,301
Net increase (decrease) in cash								(15,303	)		(12,670	)

Cash, beginning of period		24,435			173,343			15,306			24,435

Cash, end of period	$	203		$	697,644		$	3		$	11,765

Cash paid for:
Interest	$	3,736		$	8,095		$	16,167		$	17,851
Income taxes		--			--		$	--		$	--

Non-cash investing and financing activities:
Derivative liability offset by debt discount	$	768,722		$	169,450		$	321,633		$	513,128
Reduction of common stock issuable by issuing stock		95,000			600,000			--			95,000
Debt and interest settled for common stock		831,640			501,025			1,234,558			251,600
Stock issued with debt		30,000			173,669
Warrants and stock issued with debt								12,654			30,000
Stock issued for accrued liabilities – related party		112,260			--			--			112,260
Warrants issued with debt		--			320,821
Reduction in test vehicle financing due to trade- in		--			10,313
Increase in test vehicle financing due to trade-in		--			45,176
Test vehicle acquired due to trade-in		--			54,863

Note 1 – Description of Business and Summary of Significant Accounting Policies

Cool Technologies, Inc. and subsidiary, (“the Company" or "Cool Technologies" or “CoolTech”) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC ("Ultimate Power Truck" or "UPT"), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc.

~~CoolTech has developed~~The Company’s technologies can be divided into two distinct but complementary categories: a) mobile power generation and ~~intends to commercialize~~b) heat dispersion ~~technologies in various product platforms.~~ technology.

The Company has ~~also~~ developed and is commercializing a mobile power generation system ~~(‘MG”)~~ that enables work trucks retrofitted with the system to generate electric power. The Company intends to sell the mobile power generator system to government, commercial and fleet vehicle owners. It may license its system as well. CoolTech has also developed and intends to commercialize patented heat dispersion technologies by licensing them to electric motor, pump and vehicle component manufacturers. In preparation, CoolTech has applied for trademarks for one of its technologies and its acronym. Cool Technologies currently owns one trademark: TEHPC (Totally Enclosed Heat Pipe Cooled).

~~While each technology has separate applications, they~~The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can ~~also complement each other.~~help increase the efficiency and positively effect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles. The ~~mobile power generation system relies on~~markets for products utilizing the ~~installation of a generator into~~technologies include consumer, industrial, agricultural and military markets, both in the ~~chassis~~U.S. and power train of a work truck. The cooling technologies can be added to the generator to increase its power density and, conceivably, reduce its size and weight. Other cooling technologies could be incorporated into the truck’s parts, including brakes, rotors and axles.worldwide.

As of ~~September~~June 30, ~~2019, CoolTech has~~2020, we have seven US ~~patents;~~patents, one ~~granted Mexican patent;~~Canadian patent, two granted ~~Canadian patents;~~patents (1 Mexican, 1 Canadian) and ~~patents~~two pending ~~in Canada, Brazil, and Mexico)~~applications (1 in the ~~areas of~~US, 1 in Brazil) covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as "thermal" or "heat dispersion technology"). Cool Technologies also has Patent Cooperation Treaty ("PCT") applications filed for a heat pipe cooled brake system and radial vent thermal technology ~~and~~as well as a pending PCT application that covers integrated electrical power generation methods and systems.

The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can help increase the efficiency and positively affect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles.

In preparation for comercialization, CoolTech has applied for trademarks for one of its technologies and its acronym. Cool Technologies currently owns one trademark: TEHPC which is an acronym for “Totally Enclosed Heat Pipe Cooled’ . Cool Technologies intends to commercialize its patents by licensing its thermal technologies and applications to electric motor, pump and vehicle component manufacturers.

The Company intends to sell its mobile electric power system (“MG”) powered by the Company's proprietary gearing system to commercial vehicle and fleet owners as well as government and military fleets. The industries that can benefit cover a very broad range. Construction, utilities, forestry and mining are obvious customers. As the MG can power water purification and desalination systems, disaster relief and agricultural interests have also been targeted. As the system can also charge electric vehicles, EV manufacturers, retailers and fleet owners have been targeted as well.

Domestic markets are not the company’s sole focus. CoolTech has signed joint ventures with Turkish and Australian companies to handle sales and distribution in the Middle East and Southeast Asia. It may license its mobile electric power system as well.

The accompanying condensed consolidated ~~balance sheet, statement of operations, statement of stockholders’ deficit and statement of cash flows~~financial statements as of ~~September~~June 30, ~~2019, has~~2020, have been derived from unaudited financial statements. They include the accounts of Cool Technologies ~~Inc.~~ and Ultimate Power ~~Truck, LLC.~~Truck. Intercompany accounts and transactions have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. ~~All intercompany transactions have been eliminated in consolidation.~~

Noncontrolling interest represents the 5% third-party interest in UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies.

Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of ~~$51,808,170~~$54,572,208 since inception and has not ~~fully~~ commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due and raising additional capital. There cannot be any assurance that the Company will ever generate revenue or even if it does generate revenue that it will achieve profitable operations. Furthermore, no assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

As of the filing date of this Quarterly Report on Form 10-Q, management is negotiating additional non-dilutive funding arrangements to support completion of the initial phases of the Company’s business plan: to license its thermal technologies and applications, including submersible dry-pit applications and to license and sell mobile generation retrofit kits. There can be no assurance, however, that the Company will be successful in accomplishing these objectives. Consequently, it may have to curtail or cease operations if funding is not received by the end of the third quarter.

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report.

Reclassification - Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported accrued interest and accounts payable.

Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 "Leases (Topic 842)"– In February 2016, the FASB issued ASU 2016-02, which ~~will require~~requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification ~~will~~is to be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the ~~current~~old model but updated to align with certain changes to the lessee model and the new revenue recognition standard. ~~This~~The company adopted this ASU ~~is effective for fiscal years beginning after December 18, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02~~ on January 1, 2019. ~~Adopting~~As the Company does not have outstanding leases, adopting this standard did not have a material impact on the ~~Company's~~Company’s condensed consolidated financial ~~statements~~statement or financial statement ~~disclosures.~~ disclosure.

~~FASB ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," or ASU 2014-09~~ - In May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 "Revenue Recognition." ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of the performance obligations. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and change in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. The Company adopted the new revenue guidance effective January 1, 2018. As the Company has not previously generated any revenues, there was no material impact to the Company's financial statements or financial statement disclosures.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

These represent advance payments of $400,000 received on orders that have not yet been fulfilled, with companies controlled by the individual who is the 5% owner of UPT and a shareholder of Cool Technologies.

	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
Notes payable	$	2,400,000		$	1,800,000		$	2,550,000		$	2,400,000
Convertible notes payable		735,550			581,950			493,152			952,968
PPP loan								52,612			--
Test vehicle financing		68,172			56,231			36,819			37,344
New Vehicle Financing								31,756			33,074
Note payable – related party		21,641			12,897			21,641			21,641
Note payable – UPT minority owner		90,000			190,000			80,000			80,000
		3,315,363			2,641,078			3,265,980			3,525,027
Debt discount		(515,941	)		(513,245	)		(287,750	)		(524,466	)
		2,799,422			2,127,833			2,978,230			3,000,561
Less: current portion		(2,767,532	)		(2,091,014	)		(2,870,698	)		2,971,232
Long-term portion	$	31,890		$	36,819		$	107,532		$	29,329

From September 1 – 11, 2018, the Company entered into Promissory Note Agreements with three accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

From September 75 – 25, 2018, the Company entered into Promissory Note Agreements with four accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

~~On October 2 and 26,~~7, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per ~~annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months.~~annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On September 11, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default.

From September 7 – 17, 2018, the Company entered into Promissory Note Agreements with three accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On September 25, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default.

On October 2, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On October 26, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2019, the investor signed an amendment to the agreement extending the maturity date for seven months. As of the filing date, the Company has not received a notice of default.

On December 19, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per ~~annum on or before the one year anniversary.~~annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, ~~CoolTech~~the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 400,000 ~~shares of common stock at an exercise price of $0.05. The warrants expire after five years.~~

On January 7, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, it issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On February 1, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $75,000 in financing and promised to pay the principal amount together with simple interest of 15% per ~~annum on or before the one year anniversary.~~annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech agreed to issue 1,000,000 shares of restricted common stock.

On March 13, 2019, the Company and a vendor agreed to convert an overdue $25,000 account payable into a Promissory Note Agreement. CoolTech promised to pay the principal amount together with simple interest of 15% per ~~annum on or before the one year anniversary.~~annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On March 18, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the ~~one year~~one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the Company defaulted on the note payable. The principal and interest as of May 19, 2020 total $287,603. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

On March 19, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the ~~one year~~one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the investor signed an amendment to the agreement extending the maturity date for four months.

~~February Convertible Note~~ – On ~~February 19, 2018,~~January 31, 2020, the Company entered into a ~~convertible note agreement.~~Promissory Note Agreement with an accredited investor. It received $36,000 in financing and promised to pay the principal amount together with simple interest of 3% per annum. Furthermore, the Company issued ~~2,000,000 inducement~~cashless warrants to purchase 4,000,000 shares of ~~restricted~~ common stock at an exercise price of $0.005. The warrants expire after five years.

On May 4, 2020, the Company received loan proceeds of $52,612 (the “PPP Loan”) under the Paycheck Protection Program (“PPP” under the Coronavirus Aid, Relief and ~~received $350,000,~~Economic Security Act).

The PPP Loan is evidenced by a promissory note (the “Note”), between the Company and Small Business Administration (the “Lender”). The Note has a two-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No collateral or guarantees were provided in connection with ~~an original issue discount~~the PPP Notes. No payments of ~~$35,000 in lieu~~principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”).

The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company must submit a ~~total~~request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of ~~$385,000 due~~the Note, with interest, on ~~September 19, 2018. At~~a monthly basis following the ~~holder’s option, a portion~~Deferral Period. The Company intends to use the proceeds of the PPP Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the ~~unpaid principal and interest may~~PPP Loan to become ineligible for forgiveness. No assurance can be converted into shares of CoolTech’s common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

On May 22, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to November 1, 2018. In exchange, the note was changed from promissory to convertible with a conversion price of $0.025 per share.

On September 14, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt. On October 26, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to January 1, 2019. On October 31, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt.

On January 1, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to May 1, 2019. In exchange, the conversion price was changed from $0.025 to $0.0125 per share. On February 26, 2019, CoolTech issued 7,500,000 shares of common stock to Lucas Hoppel upon partial conversion of $93,750 on convertible debt of $396,550. On April 23, 2019, Cool Technologies issued 7,500,000 shares of common stock to Lucas Hoppel upon conversion of $93,750 on convertible debt of $396,550.

On May 1, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to August 1, 2019. All other terms and conditions remained the same. On July 30, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to November 1, 2019. On October 31, 2019, he signed an amendment which extended the maturity date to December 31, 2019. All other terms and conditions remained the same.

~~December Convertible Note --~~ ~~On December 10, 2018, the Company entered into a convertible note agreement. It received $138,000 with an original issue discount of $14,000 in lieu of interest,~~provided that forgiveness for a total amount of $152,000 due on December 10, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 28% discount to the lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the ~~note at a premium~~PPP Loan will be obtained.

The Note contains customary events of ~~150%.~~default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.

On June ~~5, 2019, the outstanding balance of $203,643 was paid in full and the note was retired.~~

~~February Convertible Note~~ ~~-- On February 11, 2019,~~29, 2020, the Company entered into a ~~convertible note agreement.~~Promissory Note Agreement with an accredited investor. It received ~~$140,000~~$85,000 in financing and promised to pay the principal amount together with ~~an original issue discount~~interest of ~~$8,400 in lieu of interest, for a total amount of $132,500 due on February 11,~~$10,000 by July 29, 2020. ~~After 180 days, at~~As additional compensation, the ~~holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount~~investor received cashless warrants to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

In the event of a default, the ~~interest rate will be 18% per annum, require~~investor may, upon written notice to the Company, ~~to (i) pay the product~~declare all unpaid principal and interest immediately due and payable. As of the ~~then outstanding principal amount, plus accrued interest and default interest, divided by~~filing date, the ~~conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event~~company has not received a notice of default.

May Convertible Note -- On May 13, 2019, the Company entered into a convertible note agreement. It received $150,000 after an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on December 13, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

The note also included a clause which stated that if the effective conversion price is less than $0.01 at any time, the principal amount of the note shall increase by $10,000 and that the conversion price will be permanently redefined to equal 40% of the lowest traded price that occurred during the 15 consecutive trading days immediately preceding the date on which the note holder elects to convert all or part of the note. On December 20, 2019, the effective conversion price reached sub-penny threshold. The principal amount and the subsequent conversion price were adjusted as noted above. Therefore, as of December 31, 2019, the convertible balance remaining totaled $179,950.

On January 7, 2020, Cool Technologies issued 5,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,920 on convertible debt of $179,950. On January 21, 2020, Cool Technologies issued 10,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $22,400 on convertible debt of $179,950. On February 24, 2020, Cool Technologies issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,400 on convertible debt of $179,630. On March 5, 2020, Cool Technologies issued 6,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $8,840 on convertible debt of $179,630. On March 24, 2020, Cool Technologies issued 8,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $23,120 on convertible debt of $179,950. As of June 30, 2020, the convertible balance remaining totaled approximately $21,270.

June Convertible Note -- On June 6, 2019, the Company entered into a convertible note agreement. It received $130,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($143,000) and interest will be due on June 6, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum, require the Company to ~~(i)~~ pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event of default.

On December 19, 2019, Cool Technologies issued 1,128,687 shares of common stock to the holder upon partial conversion of $10,418 in debt. On December 24, 2019, the Company issued 2,674,064 shares of common stock to the holder upon partial conversion of $20,884 in debt.

On January 13, 2020, Cool Technologies issued 4,220,881 shares of common stock to Eagle Equities, LLC upon partial conversion of $20,978 on convertible debt of $143,300. On January 28, 2020, Cool Technologies issued 6,173,709 shares of common stock to Eagles Equities, LLC upon partial conversion of $21,040 on convertible debt of $143,300. On February 3, 2020, Cool Technologies issued 9,573,426 shares of common stock to Eagle Equities, LLC upon partial conversion of $21,071 on convertible debt of $143,300. On February 13, 2020, Cool Technologies issued 11,992,022 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,394 on convertible debt of $143,300. On March 2, 2020, Cool Technologies issued 9,820,030 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,494 on convertible debt of $143,300. As of June 30, 2020, the balance remaining totals approximately $2,000.

July Convertible Note– On July 3, 2019, the Company entered into a convertible note agreement. It received $150,000 with an original issue discount of $15,300 in lieu of interest, for a total amount of $168,300 plus 8% annual interest due on July 3, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to ~~(i)~~ redeem all or any portion of the note at a premium of 150%.

On ~~July 31, 2019, the Company~~January 3, 2020, Cool Technologies issued ~~4,000,000~~2,238,806 shares of common stock to ~~Lucas Hoppel upon partial conversion of $50,000 on convertible debt with a principal of $396,550. After the conversion the principal balance remaining totals $59,050.~~

~~On August 13, 2019, the Company issued 423,729 shares of common stock to Power Up~~PowerUp Lending Group Ltd. upon partial conversion of $15,000 on convertible debt ~~with a principal~~ of ~~$140,000 and 184 days of 8% annual interest. After the conversion, the principal balance remaining totals $125,000.~~

$168,300. On ~~August 23, 2019, the Company~~January 8, 2020, Cool Technologies issued ~~545,455~~3,174,603 shares of common stock to ~~Power Up~~PowerUp Lending Group Ltd. upon partial conversion of ~~$15,000~~$20,000 on convertible debt of $168,300. On January 14, 2020, Cool Technologies issued 3,921,569 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 16, 2020, Cool Technologies issued 4,444,444 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 21, 2020, Cool Technologies issued 5,111,111 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $23,000 on convertible debt of $168,300. On January 30, 2020, Cool Technologies issued 7,142,857 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On February 3, 2020, Cool Technologies wired $72,000 to PowerUp Lending Group, Ltd. and the note with ~~a principal~~convertible debt of ~~$140,000 and 194 days of 8% annual interest. After the conversion, the principal balance remaining totals $110,000.~~$168,300 was retired.

August Convertible Note-- On August 28, 2019, the Company entered into a convertible note agreement. It received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on August 28, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.

On March 10, 2020, Cool Technologies issued 10,282,003 shares of common stock to Eagle Equities, LLC upon partial conversion of $40,151 on convertible debt of $126,500. On May 5, 2020, the Company issued 4,460,094 shares of common stock upon partial conversion of $31,667. On June 5, 2020, the Company issued 3,325,335 shares of common stock upon partial conversion of $25,000. On June 15, 2020, the Company issued 3,924,883 shares of common stock upon partial conversion $23,408. On June 30, 2020, the Company issued 2,067,880 shares of common stock upon final conversion of $11,746 and the note was retired.

October Convertible Note -- On October 3, 2019, the Company entered into a convertible note agreement. It issued 350,000 inducement shares of restricted common stock and received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on October 2, 2020. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law. As of June 30, 2020, the remaining balance totaled approximately $126,500.

On ~~August 29, 2019, the Company~~May 8, 2020, Cool Technologies issued ~~604,839~~2,352,941 shares of common stock ~~to Power Up Lending Group Ltd.~~ upon partial conversion of ~~$15,000 on~~$20,000. On May 14, 2020, the noteholder sold the convertible ~~debt with~~note to LGH Investments, LLC for $162,700. One clause was added which states that the note shall have a cash redemption premium of 140% of the outstanding principal plus accrued and default interest until the maturity date. Otherwise, all terms and conditions remained the same. As of ~~$140,000 and 200 days of 8% annual interest. After~~June 30, 2020, the ~~conversion, the principal~~remaining balance ~~remaining totals $95,000.~~totaled approximately $162,700.

December Convertible Note -- On ~~September 3,~~December 5, 2019, the Company ~~issued 819,672~~entered into a convertible note agreement. It received $103,000 with an original issue discount of $6,000 and an annual interest rate of 8%. The principal ($109,000) and interest will be due on December 5, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to ~~Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 205~~the lowest Volume Weighted Average Price (VWAP) during the 10 trading days ~~of 8% annual interest. After~~preceding the conversion date. In the ~~principal balance remaining totals $75,000.~~event of default, the interest rate will be 18% per annum or the highest rate of interest permitted by law.

On ~~September 5, 2019,~~May 8, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $144,313. All terms and conditions remained the same. As of June 30, 2020, the remaining balance totaled approximately $144,313.

January Convertible Note -- On January 30, 2020, the Company ~~issued 833,333~~entered into a convertible note agreement with an accredited investor. It received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to ~~Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 207~~the lowest VWAP during the 10 trading days ~~of 8% annual interest. After~~preceding the conversion date. In the ~~principal~~event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of June 30, 2020, the remaining ~~totals $55,000.~~balance totaled $40,000. As of the filing date, the Company has not received a notice of default.

On September 11, 2019, the Company issued 1,005,025 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 213 days of 8% annual interest. After the conversion, the principal balance remaining totals $35,000.

On September 11, 2019, the Company issued 2,500,000 shares of common stock to Lucas Hoppel upon partial conversion of $31,250 on convertible debt with a principal of $396,550. After the conversion, the principal balance remaining totals $27,800.

On September 17, 2019, the Company issued 1,005,025 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 219 days of 8% annual interest. After the conversion, the principal balance remaining totals $15,000.

On September 16, 2019, the Company issued 2,012,072 shares of common stock to JSJ Investments, Inc. upon partial conversion of $40,000 on convertible debt with a principal of $140,000 and 189 days of 8% annual interest. After the conversion, the principal balance remaining totals $100,000.

On September 24, 2019, the Company issued 1,119,558 shares of common stock to Power Up Lending Group Ltd. upon final conversion of $15,000 on convertible debt with a principal of $140,000 and 8% annual interest of $5,264. After the conversion, the note was retired.

In October 2014, the Company entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles. ~~In July 2018, CoolTech traded-in one test vehicle and purchased another bearing interest rate of 9.92% payable monthly over 6 years.~~

In June 2019, the Company ~~trade-in~~traded in one test vehicle and purchased another with financing of approximately $44,500, bearing an interest rate of 9.92% payable monthly over a ~~5 year~~5-year period.

~~Held~~The minority owner of UPT owns 5% of the subsidiary. The terms of the note have not been finalized.

When the Company issues notes payable, it may also be required to issue warrants.

The note payable - related party, in the amount of $21,641, is held by the Company's Chief Financial Officer and relates to unreimbursed expenses.

The note payable - UPT minority owner, in the amount of $80,000, is held by the 5% minority owner of UPT. The terms of the note have not been finalized.

~~When the Company issues notes payable, it may also be required to issue warrants. The table below aggregates the instances in which warrant issuance was required.~~

Year ending December 31,

2019

$ 2,082,568

2020

686,691

2021

7,358

2022

8,134

2023

8,992

2024

5,679

$ 2,799,422

~~The note payable - related party, in the amount of $21,641 as of September 30, 2019, is held by the Company's Chief Financial Officer and relates to unreimbursed expenses.~~

~~The note payable in the amount of $90,000 as of September 30, 2019, is held by the 5% minority owner of UPT. The terms of the note have not been finalized.~~

Under the terms of the ~~April 2018,~~ May ~~2018, August 2018,~~2019, June 2019, October 2019, November 2019, December ~~2018, February 2019, March 2019, July~~ 2019 and ~~August 2019~~January 2020 Convertible Notes, the Company identified derivative instruments arising from embedded conversion ~~features, as well as warrants issued with the December 2015 Convertible Note.~~features.

The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the dates of issuance and the revaluation dates:

	Nine months Ended September 30, 2019										Six Months Ended June 30, 2020
	Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3
Convertible debt and other derivative liabilities at December 31, 2018	$	--	$	--	$	149,759		$	149,759
Convertible debt and other derivative liabilities on December 31, 2019											$	--	$	--	$	712,921
Conversions of convertible debt		--		--		(22,474	)		(22,474	)		--		--		(688,469	)
Issuance of convertible debt and other derivatives		--		--		821,277			821,277			--		--		321,633
Extinguishment of convertible debt		--		--		(165,886	)		(165,886	)

Change in fair value		--		--		470,710			470,710			--		--		173,865
Convertible debt and other derivative liabilities at September 30, 2019	$	--	$	--	$	311,965		$	311,965
Convertible debt and other derivative liabilities on June 30, 2020											$	--	$	--	$	519,950

On September 20, 2018, the Securities and Exchange Commission (SEC) approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934.

These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing.

On three occasions, specifically, May 20, 2013, August 19, 2013 and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section ~~4410.3. And In~~4410.3 and in each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge.

Pursuant to the enforcement proceeding instituted by the SEC, the Company settled for a fine of $75,000 and agreed to cease and desist from any future violations of Sections 13(a) of the Exchange Act and Rule 13a-13 thereunder, and Rule 8-03 of Regulation S-X. As of the date of this filing, the Company still owes the SEC $50,000.

From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these other matters, if any, and after consideration of amounts accrued, will not have a material adverse effect on the consolidated results of operations, financial position, or cash flow.

Cool Technologies has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as of ~~September~~June 30, ~~2019.~~2020.

On August 12, 2016, the Company entered into a Securities Purchase Agreement with four accredited investors pursuant to which it sold 3,636,360 shares of the Company’s Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of the Company’s common stock. The conversion price of the preferred stock is equal to the $0.055.

In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase ~~(i)~~ 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. The warrants cannot be exercised on a cashless basis. The aggregate purchase price of the preferred stock and warrants was $200,000, of which $150,000 was paid in cash and $50,000 was paid in services.

In connection with the sale of the Preferred Stock, on October 20, 2016, the Company filed with the Secretary of the State of Nevada, an amended Certificate of Designations of the Rights, Preferences, Privileges and Restrictions, which have not been set forth in the Certificate of Designation of the Series B Convertible Preferred Stock nor the first Amendment to Certificate of Designation filed on August 12, 2016.

The preferred stock has the same rights as if each share of Series B Convertible Preferred Stock were converted into one share of common stock. For so long as the Series B Convertible Preferred Stock is issued and outstanding, the holders of such Series B Convertible Preferred Stock vote together as a single class with the holders of the common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Series B Stock being entitled to 66 2/3% of the total votes on all such matters.

In the event of the death of a holder of the Class B Preferred Stock, or a liquidation, winding up or bankruptcy of a holder which is an entity, all voting rights of the Class B Preferred Stock shall cease.

The holder of any shares of Class B Preferred Stock have the right to convert their shares into common stock at any time, in a conversion ratio of one share of common stock for each share of Class B Preferred. If the Company’s common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, the Class B Preferred Stock will automatically be convertible into the common stock of the Company in a conversion ratio of one share of common stock for each share of Class B Preferred.

The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company. ~~Their~~

On October 31 and November 1, 2016, three of the accredited investors provided $51,000 to Cool Technologies and are due to receive an additional 927,270 Series B Preferred shares. In lieu of issuing the additional 927,270 Series B Preferred shares and pursuant to signed approval from the investors, on July 25, 2017, CoolTech issued 309,090 shares of common stock to each of the investors.

On May 8, 2017, Inverom Corporation converted its 909,090 Series B preferred shares into 909,090 shares of common stock. This represented all of the shares of Series B stock held by Inverom Corporation.

Preferred stock issuable on the consolidated balance sheets represents preferred stock to be issued for either cash received, or services performed. As of ~~September~~June 30, ~~2019~~2020, and ~~2018,~~2019, the number of shares of preferred stock to be issued was 0 and the number of shares of Series B preferred stock was 2,727,270.

~~On January 25, 2019, Spirit Bear, Ltd. converted their remaining 17 shares of Series A preferred stock into 850,000 shares of common stock.~~

KHIC, Inc., a related party holds the remaining 3 shares of Series A Preferred Stock. Each share of Series A Preferred Stock ("Preferred Stock") is convertible into 50,000 shares of common stock. Each share of preferred stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of preferred stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the "Certificate of Designation"), and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share).

On February 10, 2017, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 140,000,000 shares to 350,000,000 shares.

~~In October~~September 13, 2019, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 350,000,000 shares to 500,000,000 shares.

On February 13, 2020, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 500,000,000 shares to 1,000,000,000 shares.

Common stock issuable on the ~~condensed~~ consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the number of shares of common stock to be issued was 494,697 ~~and 1,144,697 shares, respectively.~~shares.

When the Company sells shares of its common stock the buyer also typically receives ~~fully-vested~~fully vested common stock warrants with a maximum contractual term of 3-5 years. A summary of common stock warrants issued with the sale of common stock as of ~~September~~June 30, ~~2019,~~2020, and changes during the ~~years~~period then ended is presented below:

Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows:

	Nine months ended September 30,						Six months ended June 30,
	2019			2018			2020			2019
Nonemployee warrants – fully-vested upon issuance	$	32,624		$	25,882		$	--		$	32,624
Nonemployee warrants – service and performance conditions		--			--

Total share-based expense charged against income	$	32,624		$	25,882		$	--		$	32,624

Impact on net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

~~During the quarter ended September 30, 2019, the Company issued no shares of common stock in exchange for services.~~

Cool Technologies may issue ~~fully-vested~~fully vested common stock warrants with a maximum contractual term of 5 years to non-employees in return for services or to satisfy liabilities, such as accrued interest. The following summarizes the activity for common stock warrants that were ~~fully-vested~~fully vested upon issuance:

~~The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested common stock warrants:~~

	~~9 Months~~ ~~Ended~~
	~~September 30,~~ ~~2019~~
~~Volatility~~	~~133.5-133.7~~		%
~~Risk-free interest rate~~		~~2.4~~	%
~~Expected life (years)~~		~~5.0~~
~~Dividend yield~~		--

~~Nonemployee common stock warrants -- Service and performance conditions~~

~~The Company granted no additional fully-vested options during the nine months ended September 30, 2019.~~

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised.

The following table presents a reconciliation of the denominators used in the computation of net loss per share – basic and diluted:

	Three months ended September 30						Nine months ended September 30						Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019

Net income (loss) available for stockholders	$	252,387		$	(1,301,869	)	$	(1,942,042	)	$	(3,457,027	)
Net loss available for stockholders													$	(648,343	)	$	(1,363,177	)	$	(1,464,768	)	$	(2,194,429	)
Weighted average outstanding shares of common stock		244,859,877			190,179,571			233,830,512			185,743,486			399,587,534			234,366,883			367,218,079			227,750,844
Dilutive effect of stock options and warrants		--			--			--			--			--			--			--			--
Common stock and equivalents		244,859,877			190,179,571			233,830,512			185,743,486			399,587,534			234,366,883			367,218,079			227,750,844

Net loss per share – Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Outstanding stock options and common stock warrants are considered anti-dilutive because the Company is in a net loss position. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share:

	September 30				June 30
	2019		2018		2020		2019
Stock options		4,000,000		4,000,000		4,000,000		4,000,000
Common stock warrants		74,079,539		77,027,631		68,371,888		72,239,539
Common stock issuable		494,697		1,144,697		494,697		494,697
Convertible notes		42,895,401		49,281,435		98,025,667		31,285,755
Convertible preferred stock		2,877,270		3,727,270		2,877,270		2,877,270
Convertible preferred stock issuable		--		--
Total		124,346,907		135,181,033		173,769,522		110,897,261
Total exercisable at September 30		124,346,907		134,036,336
Total exercisable on June 30						169,274,825		112,402,564

On ~~October 1, 2019,~~July 3, 2020, the Company ~~issued 2,695,599~~signed a promissory note agreement with an accredited investor. It received $85,000 after an original issue discount of $8,500 in lieu of interest. The total amount of $93,500 will be due on August 3, 2020. In the event of default, the outstanding balance will accrue interest of either 18% or maximum rate permitted by law until the default is remedied. As of the filing date, the Company has not received a notice of default.

On August 10, 2020, the Nevada Secretary of State accepted and filed the Company’s Certificate of Amendment to the Company’s Articles of Incorporation. The filing amends Article II of the Articles of Incorporation by increasing the number of authorized shares of common stock from 500,000,000 to JSJ Investments, Inc. upon partial conversion of $40,000 on convertible debt with a principal of $140,000 and 203 days of 8% annual interest. After the conversion, the principal balance remaining totals $60,000.1,000,000,000.

On ~~October 3, 2019,~~September 15, 2020, the Company ~~entered into~~signed a ~~convertible~~promissory note ~~agreement.~~agreement with an accredited investor. It issued ~~350,000~~1,000,000 inducement shares of restricted common stock and received ~~$115,000 with~~$60,000 after an original issue discount of ~~$11,500 and an annual interest rate~~$6,000. The total amount of ~~8%. The principal ($126,500) and interest~~$66,000 will be due on ~~October 2, 2020.~~April 15, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest ~~closing price~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the ~~interest rate~~outstanding balance will ~~be 24% per annum or~~increase by 25% and a daily penalty of $100 will accrue until the ~~highest rate of interest permitted by law.~~default is remedied.

On October 14, 2019, the Company issued 2,859,758 shares of common stock to JSJ Investments, Inc. upon partial conversion of $40,000 on convertible debt with a principal of $140,000 and 216 days of 8% annual interest. After the conversion, the principal balance remaining totals $20,000.

On November 9, 2019, the Company entered into a convertible note agreement. It received $126,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($141,000) and interest will be due on November 6 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.

On November 12, 2019, the Company issued 1,886,674 shares of common stock to JSJ Investments, Inc. upon final conversion of $20,000 of convertible debt with a initial principal of $140,000, $6,360 of accrued interest and $1,100 of accrued expenses. After the conversion, the principal balance remaining equaled 0 and the note was retired.

The Company’s technologies are divided into two distinct but complementary categories: mobile power generation and heat dispersion technology.

As of September 30, 2019, CoolTech has seven US patents; one granted Mexican patent; two granted Canadian patents; and patents pending in Canada, Brazil, and Mexico) in the areas of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as "thermal" or "heat dispersion technology"). Cool Technologies also has Patent Cooperation Treaty ("PCT") applications filed for a heat pipe cooled brake system, radial vent thermal technology and integrated electrical power generation methods and systems.

The Company has developed a mobile power generation system (MG) that enables work trucks to generate electric power by running an in-chassis generator. The MG ~~is based on a proprietary gearing~~ system ~~that~~ can be retrofit onto new and existing American trucks. The system outputs commercial grade power, both single and three phase, standby and prime, across a variety of voltages. With an MG system, users no longer a need to tow a generator. They can plug right into the truck and output up to 200 kilovolt amps of electric power. Optional equipment can be added to enable the work truck to purify and desalinate water or charge electric vehicles.The in-chassis generator also enables users to tow additional equipment and reach sites that might be inaccessible while towing a trailered generator.

CoolTech intends to sell the mobile electric power system to government, commercial ~~vehicle~~ and fleet vehicle owners. Sales are expected to occur through the direct efforts of the Company, its sales agents and ~~through the efforts of~~ its joint venture ~~partners. It may~~partners.CoolTechmay also license the MG system ~~commercial vehicle and fleet owners~~ as well.

The markets ~~the Company has~~ targeted include consumer, agricultural, industrial, military and ~~military markets,~~emergency responders, both in the U.S. and worldwide.

~~When the generator is enhanced by Cool Tech’s thermal technology (See below) it should be able to output more power than any other generator of its size on the market.~~

CoolTech has also developed heat dispersion technologies based on proprietary composite heat structures and heat pipe architecture in various product platforms such as electric motors, pumps, turbines, bearings and vehicle components. In preparation, Cool Technologies ~~has~~filed for and received ~~one trademark: TEHPC (an acronym~~a trademark for Totally Enclosed Heat Pipe ~~Cooled).~~Cooled: TEHPC.

~~Management believes~~When a generator is enhanced by CoolTech’s patented thermal technologies, it should be able to output more power than any other generator of its size on the market. That’s because third party testing has demonstrated that the cooling provided by the thermal technologies can help increase the efficiency ~~and~~of electric motors.

Furthermore, management believes that the technologies will increase the lifespan as well as help meet regulatory emissions standards for electric motors and other heat producing equipment and components. ~~In addition, the~~The simplicity of the heat pipe architecture as well as the fact that it provides effective new applications for existing manufacturing processes should enhance the cost structure in several large industries including motor/generator and engine manufacturing.

As of June 30, 2020, we have seven US patents, one Canadian patent, two granted patents (1 Mexican, 1 Canadian) and two pending applications (1 in the US, 1 in Brazil) covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as "thermal" or "heat dispersion technology"). We also have one Patent Cooperation Treaty ("PCT") application pending that covers integrated electrical power generation methods and systems.

The Company intends to commercialize its patents by integrating the ~~technology~~thermal technologies and applications with Original Equipment Manufacturer (OEM) partners and by licensing ~~its thermal technologies and applications~~them to electric motor, generator, pump and vehicle component (brake, resistor, caliper) manufacturers.

~~The markets~~We believe the benefits of our mobile power generation systems are quickly realized once potential customers see it in operation. Public demonstrations of the MG systems began in April 2017. An inspection and performance demonstration for ~~products utilizing~~Mexican government officials and business leaders occurred in May 2018. Feedback from initial viewers resulted in more government officials and fruit growers coming to see the ~~technologies also include consumer, industrial~~MG power equipment and ~~military markets, both~~to learn about the water purification options in ~~the U.S.~~March 2019. Even more officials and ~~worldwide. The Company is working~~growers followed -- flying to turn the interest into orders by acquiring and retrofitting Class 3 to 7 trucks to address the specific needs of interested customers and by writing quotes as well as arranging additional demonstrationsSt. Louis for target industries and decision-makers. The Company does not have the required capital to fulfill any orders that it may have and there cannot be any assurance that the Company will obtain the required funds.a review in May 2019.

~~Cool Technologies has not~~We generated ~~any revenues to date. The Company received its~~our first Mobile Generation ~~(MG)~~ order during the quarter ended June 30, 2014 and received a partial deposit in advance of completing the sale. ~~Subsequently, it~~On June 9, 2017, the Company received ana purchase order for 10 MG systems from Craftsmen ~~Industries during the quarter ended June 30, 2017.~~Industries. As Craftsmen builds custom vehicles designed to the individual specifications of their customers whose businesses and technical requirements vary widely, it is ~~a manufacturer of custom experiential marketing vehicles, it produces one-off items. Therefore,~~impossible to estimate when the order will be ~~filled on an as-need basis. As of the date of this filing, the funds to fulfill the order are not in place.~~fulfilled.

In November 2017, the Company received a purchase commitment for 234 MG systems from a Mexican Producers’ Union. That was followed by a purchase commitment for 24 to 50 MG units from a second Mexican Producers’ Union in December 2017. On April 9, 2018, the first Mexican Producers’ Union executed a purchase order with the Company for 10 Ford ~~F-350s~~F350s with MG80 kVA systems installed. On May 7, 2019, Turkish technology company Belirti Teknoloji, A.S. delivered a purchase order for six hundred MG80, MG125 and MG200 Mobile Generation systems. As of the June 30, 2020, the Company does not have the funds available to fulfill the orders.

~~Table of Contents~~

Craftsmen Industries was selected to produce the first systems due to its engineering capabilities and extensive facilities. In January 2019, it began production on the initial vehicles and completed an initial production run vehicle two months later.

~~The system’s packaging has been simplified~~We have not generated any revenues to speed and ease the conversion process. Current plans call for the initial up-fitting of trucks to occur in at least three locations, each in a different region of the country. Enabling conversions to occur in Mexico is also a possibility that’s being considered.

A review of a first run MG80 production vehicle was held at Craftsmen Industries in St. Louis on March 27, 2019 for an audience of farmers from Mexico who paid for their transportation costs to see the MG power equipment and learn about the water purification and HydroQube (hydrogen infusion) options. A second review occurred on May 13, 2019^, ~~before an audience of government officials, fruit growers and packers. All except two paid for their own transportation costs.~~

~~There~~date. Consequently, there can be no assurances that the Company will be able to generate new orders nor fulfill the existing ones nor address all the requirements of all the interested parties. ~~Equally, management cannot assure that they~~

Management is pursuing various financing alternatives, based upon a third-party assessment of the historically demonstrated or contractually committed profit-earning capacities of our IP. We see this as the best path forward for non-dilutive funding.

If funding is received, it will be ~~able~~used to ~~complete development of a 125 kVA system. CoolTech generally incur expenses to commercialize its products, which include costs for research and development, professional fees and general operations.~~

~~As a consequence~~support completion of the ~~first public demonstration~~initial phases of our business plan, which is to license our thermal technologies and applications; to license or sell a mobile electric power system; and to license our submersible motor dry pit technologies and/or to bring to market our technologies and applications through key distribution and joint venture partners. As of the ~~MG 30 kilovolt amp (“kVA”) system at the North America International Auto Show in Detroit in January 2017, the~~filing date, it is uncertain whether COVID-19 will have a significant impact on production and distribution of Company entered into an agreement in principle, dated February 21, 2017, with Craftsmen Industries, Inc.(“Craftsmen’), a company engaged in the design, engineering and production of mobile marketing vehicles, experiential marketing platforms and industrial mobile solutions.

~~On April 25, 2017, CoolTech delivered to Craftsmen Industries, a Class III Vehicle (Ford F-350 dually) up-fitted with a production-ready MG 30 kVA (single phase/three phase) system.~~

~~Subsequently, Craftsmen invited the Company to demonstrate its mobile generation technology and the potential benefits for Craftsmen products at Craftsmen’s 35~~^th ~~Anniversary Party on April 27, 2017. Over 100 current and prospective Craftsmen customers were in the audience for the demonstrations.~~

~~On June 9, 2017, the Company received a purchase order for 10 MG systems from Craftsmen, each in the amount of $29,500 with 50% paid as a down payment at the time of customer acceptance.~~

Furthermore, Craftsmen has agreed to produce the MG systems for the Company’s initial orders from the Mexican Producers’ Unions (See below). Since October 2018, CoolTech has been ordering components for the first article production vehicle which was demonstrated in March 2019 and again in May 2019 for Mexican businessmen and politicians. In parallel, components for pre-production and production systems along with three pre-production vehicles that will be shipped to Turkey and Mexico. In the fourth quarter, production on the three vehicles mentioned above is expected to be completed.

On May 26, 2017, the Company entered into a five-year strategic alliance agreement with Veteran Technology Group LLC (“Vet Tech”), a developer of artificial intelligence (“AI”) software for advanced troubleshooting of complex systems. The agreement automatically renews for successive one-year terms unless terminated by either party 30 days prior to its expiration. The agreement may be terminated earlier by either party upon 60 days prior notice. The parties agreed not to solicit the other parties’ employees or contractors for six months after the expiration or termination of the agreement.products.

The ~~agreement provides that~~occurrence of an uncontrollable event such as the ~~Company market~~COVID19 pandemic has negatively affected our operations. A pandemic typically results in social distancing, travel bans and quarantine. This has limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, have impacted our operations and financial condition. It may also impact demand for our products and may continue to hamper our efforts to provide ~~its MG product~~our investors with timely information and ~~services to customers referred by Vet Tech~~comply with our filing obligations with the Securities and ~~Vet Tech will market and provide GAIT software and other AI services for clients referred by the Company.~~Exchange Commission.

In November 2017, the Company received a purchase commitment for 234 MG systems from ~~a Mexican Producers’ Union.~~the National Union of Producers of Jatropha in Mexico (Jatropha).

~~The union~~Jatropha has established a center for processing oil from Jatropha seeds for biofuel production. Through their ~~network~~union of producers, ~~the union~~Jatropha plans to introduce the MG and promote the product to their ~~suppliers.~~supplier network.

The purchase commitment stipulates that CoolTech will furnish ~~the union~~Jatropha with an MG80 retro-fitted onto a Ford F-350 truck within 60 business days of the signed of the agreement. To ensure the system is optimized to meet ~~the union’s~~Jatropha’s needs, CoolTech set the terms of the agreement to allow both teams to gather data and provide performance feedback another 30 to 60 days. Upon completion of this period, ~~the union~~Jatropha will release the balance of the order for 233 units. Payment terms require 50% down and 50% at time of shipment, FOB (Freight on Board) from Cool Technologies’ dock.

On February 6, 2018, ~~the union~~Jatropha signed an agreement to amend their previous purchase agreement. It eliminates the 60 business day deadline for the truck to be shipped to Mexico. Under the new agreement, representatives from ~~the union~~Jatropha will come to Colorado for an inspection and live performance demonstration. If approved, the generator-equipped trucks will go into production as specified in the original purchase agreement.

A representative of the ~~Mexican Producers’~~National Union of Jatropha Producers approved the generator-equipped truck. It will go into production as the Company and ~~the union~~Jatropha secure final funding.

On April 11, 2019, ~~the union~~Jatropha signed an addendum to update the terms and conditions originally set forth in the Agreement of Principal Terms dated November 7, 2017. In light of the higher electrical output and new options offered by the Company, ~~the union~~Jatropha amended its purchase commitment to include 50 MG80 (80 kVA) Systems with mobile desalination units capable of producing 2500 gallons of fresh water per day, 100 MG125 (125 kVA) systems, 50 MG200 (200 kVA) Systems and 50 HydroQubes ~~( a~~(a hydrogen infusion system that improves fuel economy) composed of 2 cells. The addendum states that CoolTech shall start production and fulfillment of the orders no later than the 3^rd Quarter of 2019. As of the filing date, ~~of this filing,~~ the ~~funds to fulfill~~addendum has not been updated nor has the ~~orders are not in place.~~commitment been withdrawn.

The value of the purchase commitment is expected to be between $17,000,000 and $22,000,000. On April 9, 2018, ~~the union~~Jatropha executed a purchase order with the Company for 10 Ford F-350s with MG80 kVA systems installed. The value of the initial order is in excess of one million dollars. Completion of the order is dependent upon ~~the union~~Jatropha securing a letter of credit within 45 days of the order. The process of securing the letter of credit is underway (See ‘Mexican Government’ heading below) and the Company is not enforcing the timeline set forth in the order.

~~Second Mexican Producers’~~National Union of Producers in Mexico for the state of Veracruz

In December 2017, the Company received a purchase commitment for 24 to 50 MG units from ~~a second Mexican Producers’ Union.~~the National Union of Producers in Mexico for the state of Veracruz. Depending on the respective numbers of MG55 and MG80 kVA systems ordered, the Company expects the value of the commitment to range between $1,200,000 and $3,900,000.

The union represents farmers who grow labor and energy intensive crops such as sugar cane, tobacco, bananas, coffee, rice and vanilla. It expects that the MG systems will increase yields, exports and incomes for its members and their communities.

According to the contract, the Company will deliver an MG 80 retro-fitted onto a Ford F-350 truck within 60 business days.

On February 23, 2018, ~~the second union~~Veracruz signed an agreement to amend their previous purchase agreement. It eliminates the 60 business day deadline for the truck to be shipped to Mexico. Under the new agreement, representatives from ~~second union~~Veracruz will come to Colorado for an inspection and live performance demonstration. If approved, the generator-equipped trucks will go into production as specified in the original purchase agreement.

A representative of the ~~first union~~National Union of Jatropha Producers approved the generator-equipped truck. It will go into production as the Company and ~~second union~~Veracruz secure final funding.

Payment terms require 50% down and 50% at time of shipment, each payable with a bank letter of credit. Product delivery will be considered FOB (Freight on Board) from Cool Technologies’ shipping dock.

~~In January 2018, the Company announced that its Mobile Generation systems will incorporate Panasonic Toughpad tablets to run CoolTech’s software.~~

The association between the two companies dates back to April 2017 when Cool Technologies demonstrated its Mobile Generation (MG) system at Craftsmen Industries in St. Louis. In attendance was the Executive Director-Product Planning Strategy and Innovation, Silicon Valley Center for Panasonic Corporation of North America. He received a demonstration of the MG technology as well as an overview of CoolTech’s thermal dispersion technologies. That led to several conversations and meetings regarding the ways in which the two companies could pursue joint initiatives and opportunities.

The first initiative resulted in CoolTech’s use of the Panasonic Toughpad tablet to provide a rugged touchscreen interface for field technicians to control and calibrate the Mobile Generation systems. The Toughpad will be deployed in the trucks’ cabs as a standard part of an MG system.

InOn January 18, 2018, the Company entered into an agreement with Aon Risk Services Central, Inc. and Lee and Hayes, PLLC, through its operating unit, 601West, which provides intellectual property (“IP”) analytics, to assess the value of the Company’s IP. As set forth in the agreement, the assessment will be founded on historically demonstrated or contractually committed profit-earning capacities of the IP and may be used to obtain financing, including but not limited to, non-dilutive financing. The Company is using the valuation to obtain non-dilutive funding.

~~Purchase and Delivery of Truck to Craftsmen Industries~~Live MG80 Demonstration in Fort Collins, Colorado

On ~~July 15,~~May 4, 2018, nine representatives from Mexico’s farming, banking, and government sectors flew to Fort Collins, Colorado for a live demonstration of CoolTech’s generator-equipped truck. The demonstration showcased the ~~Company purchased a Ford F-450 Chassis Cab Truck. Subsequently, a metal flat bed was manufactured~~capabilities and ~~installed. The truck was delivered to Craftsmen on September 15~~^th~~. It will be used for the installation and refinement~~ease of operation of the ~~MG 80 kVA~~ system. The Company demonstrated how an operator is inable to control the ~~process~~generator from the comfort and safety of ~~purchasing~~the truck’s cab using a ~~second F-450 that will be~~Panasonic Toughpad. The Company also used ~~for~~ the ~~MG 125 kVA system.~~electricity from the truck to power a screw compressor, an industrial fan, and an industrial load bank. Additional capabilities, such as purifying water and using batteries and solar power to make operations more sustainable and environmentally friendly were discussed with the attendees.

~~During the week of October 7, 2018, the Company placed orders for System Controllers, 80 and 125 kVA Generators, Voltage Regulators, Panasonic Toughpads, Power Take-Offs (PTO) and Split Shaft PTOs.~~

CoolTech joined CALSTART, Inc. (“CALSTART”) a non-profit, clean transportation technology coalition in November 2018. The coalition works with member companies and agencies to foster a high-tech clean-transportation industry by accelerating the adoption of emerging technologies and helping build markets.

Since then, the Company has been in contact with 4 utilities, 3 telecoms, 2 truck upfitters and 3 hybrid truck manufacturers. Proposals have been made for 3 MG systems of differing power to be installed on California Air Resources Board (CARB) certified vehicles, an MG No-idle system and an MG truck with a hydrogen-infused fuel system.

~~On Thursday, January 17, 2019, a~~A representative of the ~~Company attended a meeting~~National Union of Jatropha Producers approved the ~~CALSTART Leadership Circle at Porsche Cars North American Headquarters, in Atlanta. Among the topics covered were the infrastructure pathway for electric vehicles~~generator-equipped truck. CoolTech plans to put this into production as soon as final funding is secured. Based on initial feedback and ~~electric vehicle market growth. At the event,~~subsequent meetings and conversations with other attendees, the Company ~~met with representatives from Southern Company, Duke Energy and Altec, Inc.~~expects the demonstration will lead to new orders.

The Company has been very active in putting forth new business proposals in line with its strategy to target specific industry markets. Management regularly reviews relevant press releases, major media articles and trade publications from various industries to keep up with trends and uncover opportunities. Company officers also attend seminars and conferences to meet and network with prospective clients. Since the beginning of the year, the Company has delivered proposals to major utilities (Southern Company, Duke Energy) and car manufacturers (Porsche) covering electric vehicle charging for dealers and customers.

On February 26, 2019, a representative of the Company attended a Collaboration Day with the U.S. Army’s Tank Automotive Research Development and Engineering Center (TARDEC) at Marine Corps Air Station, Miramar. TARDEC is the U.S. Army's Research, Development and Engineering Center for all Ground Vehicles and Ground Vehicle Systems technology and integration, as well as Fuels and Lubricants, Water Supply and Wastewater Treatment, Tactical Military Bridging, Construction Equipment, Material Handling Equipment, and Army Watercraft. The Company participated in one-on-one sessions with members from the Ground Vehicle Power and Mobility team which pursues advanced technologies to increase fleet energy flexibility and efficiency with the goal of providing more power output without adding weight that degrades system performance.

On February 27, 2019, the Company participated in Tardec’s Vehicle Electrification Forum which serves to advance electrification of Army combat and tactical systems by enabling industry to innovate products that meet Army needs and requirements. The Forum is a mechanism for industry to contribute to the formation of TARDEC's Vehicle Electrification Strategy. A representative from the Company participated in a session covering electric recharging and issues related to future powertrain configurations including improved system efficiency; requirements for hybrid, electric, and fuel cell configurations; energy storage; vehicle-to-grid and vehicle-to-vehicle capabilities; and engine/transmission improvements.

On March 27, 2019 the Company unveiled the initial production run of its Mobile Generation (MG) work trucks for inspection by an audience of agricultural and community leaders from Latin America at Craftsmen Industries.

The itinerary for the showcase event included a tour of the St Louis manufacturing facility and inspection of the first production run MG vehicle in operation as it powered a variety of equipment.

The purpose of the viewing was not only to show the truck’s capabilities, but to get feedback from the attendees and learn what are their specific needs and applications as well as what features and functions are important to them.

Fulfillment of payment terms for both the ~~order~~Jatropha orders and the Veracruz purchase ~~commitments from the Mexican Producers’ Unions~~commitment require the participation of the Mexican government as it is a major source of funding for both unions. During the first half of 2018 (the time of the acceptance by the Company of the order and purchase commitments), a deeply unpopular conservative government was running for reelection. Funding decisions were placed on hold. In July, a leftist government was elected and in December a new administration was sworn in.

As both unions are farmworkers unions, the government will likely be very responsive to their needs. The Company is in touch with both government officials and the two unions as the funding process continues

On April 25, 2019, the CEO of the Company flew to Mexico City to meet with the Secretaries of Energy, Agriculture and the Environment for the new administration as well as federal deputies and representatives.

The Mexican government passed a federal bill (fraction XV to Article 5o of the Law of Livestock Organization) into law that will allow Mexican entities such as farmers, fisherman, ranchers and other industries to receive financial assistance from the government for 37% of the total acquisition price of all CoolTech’s Mobile Generation (MG) systems and optional products. Financing for the balance of the cost is expected to come from other governmental agencies.

The new law was championed by Congressman Rocha who has announced that in 2020, the Mexican Government will also support a Cool Technologies Center of Excellence to help integrate CoolTech’s entire green energy platform into other areas of the Mexican economy. The government also intends to explore the use of MGs for disaster relief in the aftermath of earthquakes and hurricanes.

~~Under the new law, the Agriculture Secretary and other Secretaries, including Energy, are now accepting applications for projects to be funded by this initiative.~~

On May 13, 2019, government officials and fruit growers were at Craftsmen Industries in St. Louis for a review of a first run MG80 production vehicle and ~~an overview of the HydroQube (hydrogen infusion) and~~ water purification/desalination options.

Among the politicians in attendance was Congressman Efraín Rocha Vega who is Secretary of the Commission of Development and Rural, Agricultural and Food Self-sufficiency Conservation, a member of the commission of Livestock and the commission of Environment, Sustainability, Climate Change and Natural Resources. Subsequent to the event, in an official Congressional Letter of Support, dated May 20^th, 2019, Congressman Rocha wrote: “The successful demonstration of these technologies further strengthens the Mexican Government’s support of Mexican entities that desire to purchase CoolTech and KILO products, as well as affirms our position to provide financial assistance to such entities.” The letter can be viewed in its entirety at

~~http://www.cooltechnologiesinc.com/content/pdf/MexicanLegislationandFinancialAssistanceLetter.pdf.~~

During the past quarter, the Company has introduced new options which include an MG System that generates up to 200 kVA of electric power, water purification and desalination ~~systems as well as a hydrogen infusion system called the HydroQube.~~systems.

The truck-mounted water purification and desalination units can produce from ~~2800~~2,800 to 10,000 gallons of fresh water every day. Assuming the average person needs 2 liters per day, 10,000 gallons is enough for 18,927 people.

A 30 kVA MG system could power any size unit as well as the pumps to deliver the water or five units at once which would conceivably be enough to keep the population of Santa Barbara hydrated. It could even tow a 1,250 gallon water tanker, if needed.

The purification and desalinization units feature fully automated controls and monitoring. When combined with the optional telematics offered in the vehicles, each unit could be remotely controlled and monitored from distant locations.

A HydroQube is expected to significantly lower a truck’s diesel fuel consumption. The HydroQube produces hydrogen from water which is then infused into the fuel system. The proprietary process, which does not involve electrolysis, requires minimal power. The addition of the gas produced (oxyhydrogen) should significantly improve fuel economy and efficiency.

On May 7, 2019, the Company entered into a joint venture agreement (“JV”) with Turkish technology company Belirti Teknoloji, A.S. (“BelirtiTech”). To launch the business, BelirtiTech awarded Cool Technologies a purchase order for up to $42 million USD for the purchase of several different models of its Mobile Generation kits. The purchase order will supply the JV with its initial inventory for resale into the Middle East and some African nations. The Company is actively working with the customer’s bank in addition to insurance companies and other financial entities to facilitate the financing of the orders. As of the date of this filing, the funds to fulfill the orders are not in place.

The initial purchase order is for six hundred MG80, MG125 and MG200 Mobile Generation systems. The MG systems will be integrated into the end customer’s choice of vehicles.

The order also includes an additional MG80 installed in a Ford F-450 with the 2,500 gallon per day mobile water desalinization option ~~included,~~included.

On May 30, 2019, the Company entered into a joint venture agreement (“JV”) with KeyOptions Pty ~~Ltd,~~Ltd., a ~~privately-held~~privately held technology and security provider based in Victoria, Australia.

KeyOptions develops and markets products for governments, defense contractors and other commercial applications to counter security and cyber threats. The Company will provide a license for the JV to market and sell CoolTech’s entire product platform in Australia and neighboring countries in Southeast Asia.

On December 16, 2019, the Company signed a cross marketing and licensing agreement with VerdeWatts, LLC., an energy generation and storage company encompassing everything from mobile solar power generation systems to large scale biogas turbine installations. Pursuant to the agreement VerdeWatts and the Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.

Like CoolTech’s Mobile Generation systems (“MG”), VerdeWatts’ products are scalable and offer the ability to bring power nearly anywhere it is needed. Their proprietary Smart Solar Power Generation Units and energy storage systems combine to deliver sustainable power long after the sun has set.

The agreement with VerdeWatts also included a cross marketing and royalty free non-exclusive licensing agreement with FirmGreen, Inc., a water treatment facilities developer that works closely with VerdeWatts to create a suite of synergistic products that address significant needs in the global marketplace. FirmGreen specializes in water purification and desalination technologies. Their mobile, solar and container applications feature 6 levels of water purification for unrivaled drinkability. Pursuant to the agreement FirmGreen and the Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.

CoolTech’s MG platform makes the companies’ product offering complete with mobile power generation. It provides the capability to power everything from irrigation for farms and water purification for rural areas to electric vehicle charging and fast charging in the urban ones.

Consider the solar-powered generator system with a built-in water purification unit that makes seawater desalination sustainable. The system pumps and purifies up to 3,000 gallons per day and interfaces with CoolTech’s MG system for 24-hour operation. The solar panels collapse and fold together, so the entire system fits easily in the bed of a work truck. It can be set up and operate anywhere a four-wheel drive vehicle can reach. All of these systems are patent protected and cross licensed to each of the three companies.

FirmGreen and VerdeWatts have a global presence with projects on 3 continents. The largest encompasses the installation of 14 natural gas generators to produce over 60 megawatts (MW) of power. The generators will be integrated with 50 megawatt hours of battery storage and another 6 MW of solar to ensure a consistent flow of power. VerdeWatts intend to replace most of the legacy on-site generators with CoolTech’s MG systems, however the Company has not received any orders and there cannot be any assurance that any orders will be placed.

Together the companies can create an energy or utility ecosystem that can enable less developed countries to leapfrog non-existent, inadequate or failing infrastructure to deliver reliable power and water quickly, sustainably and cost effectively to their citizens, agriculture and other businesses. The scale and impact can reach from the individual farms and villages to cities and regions.

In fact, by combining their respective technologies: energy generation, energy storage and load management controls into a single suite of products, the companies create what is called a “microgrid”. Varying combinations of energy sources such as solar, wind, biogas and MG systems both backup and supplement one another to provide consistent, uninterrupted primary power even during severe weather or other emergency situations.

The synergies between the companies extend beyond water purification and power generation. VerdeWatts’ wind and gas turbines and generators which produce electric power can all be improved by CoolTech’s thermal reduction technologies.

In early December 2019, the Company entered into an agreement with Gaia Energy of Gdansk, Poland to act as an independent agent for the Company by developing markets in Eastern Europe, the Middle East and Africa. The agreement describes the agent’s duties as “generating revenue, and investment funding, for the Company from various organizations including investment funds, end-users, channel partners, integrators, and OEMs.”

Team members of Gaia Energy include executives with more than twenty-five years’ experience with Panasonic, Ford Motor Company, Electronic Data Systems and the US Air Force in the fields of advanced technologies and an African diplomat with a thirty-year background working with and for diplomatic missions, non-governmental organizations and international disasters and aid management services.

The diplomat introduced CoolTech products at a recent African technical summit attended by representatives from 54 countries.

On December 11, 2019, letters signed by 13 government officials and Congressmen in Mexico were mailed to their counterparts in the US, specifically Governor Gavin Newsom, Secretary Rick Perry, Secretary Wilbur Ross, Senator Mitch McConnell and Speaker of the House Nancy Pelosi.

The letters were a request for collaborative support between the two countries to accelerate CoolTech’s product deployment into Mexico to help solve urgent rural power and water purification problems that are hurting rural communities. Those problems include irregular and faulty power in rural areas which hinders crop irrigation and water pollution which affects crops farmed for sale to the US.

The letters also detail the Mexican officials’ satisfaction with CoolTech’s solutions and management team and that they have met with the Company on several occasions for product demonstrations as well as strategic and technical advice. They highlight the benefits of CoolTech products, how they could quickly and efficiently address the problems noted, and how they expect them to become a viable part of the country’s infrastructure.

With the help of VerdeWatts and FirmGreen, CoolTech has initiated a relationship with the Export-Import Bank of the United States (EXIM), a U.S. government agency whose sole mission is to support U.S. exports. The bank fulfills its mission by offering very cost-effective financing for international customers and project developers to purchase U.S.-made services and purchase or lease U.S.-made goods.

To that end, the two companies applied to finance the Mexican projects referenced above. CoolTech also sent product information for due diligence review by the technical team at EXIM bank. Subsequently, CoolTech has received a Letter of Interest from EXIM, however, there cannot be any assurance that EXIM will provide any funding to the Company.

The following table sets forth, for the periods indicated, condensed consolidated statements of operations data. The table and the discussion below should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, appearing elsewhere in this report.

	Three months ended September 30,												Three months ended June 30,
	2019			2018			Change			%			2020			2019			Change			%
Revenues	$	--		$	--			N/A			N/A		$	--		$	--			N/A			N/A

Operating expenses
Payroll and related expenses		106,004			135,972			(29,968	)		-22.0	%		83,408			136,794			(53,386	)		-39.0	%
Consulting		66,500			101,827			(35,327	)		-34.7	%		51,000			83,383			(32,383	)		-38.8	%
Professional fees		37,100			39,486			(2,386	)		-06.1	%		52,309			44,704			7,605			17.0	%
Research and development		10,000			12,891			(2,891	)		-22.4	%		--			32,402			(32,402	)		-100.0	%
General and administrative		48,945			161,153			(112,208	)		-69.6	%		3,544			63,832			(60,288	)		-94.4	%
Total operating expenses		268,549			451,329			(182,780	)		-40.5	%		190,261			361,115			(170,854	)		-47.3	%

Interest expense, net		(518,271	)		(713,515	)		195,244			27.4	%
Interest expense														(522,192	)		(450,212	)		(71,980	)		-16.0	%
Change in fair value of derivative liability		1,039,330			3,444			1,035,886			30078.0	%		64,103			(526,802	)		590,905			112.2	%
Loss (Gain) on extinguishment of debt		--			(151,848	)		151,848			N/A
Gain on fixed asset disposal		--			11,231			(11,231	)		N/A
(Loss), gain on extinguishment of debt														--			(25,860	)		25,860			100.0	%

Net loss		252,510			(1,302,017	)		1,554,527			83.7	%		(648,350	)		(1,363,989	)		715,639			52.5	%

Less: Noncontrolling interest		(123	)		(148	)		25			16.9	%		7			(812	)		819			100.9	%

Net income (loss) to shareholders	$	252,387		$	(1,301,869	)	$	1,554,256			84.8	%
Net loss to shareholders													$	(648,343	)	$	(1,363,177	)	$	714,834		-52.4.		%

During the three and six months ended ~~September~~June 30, ~~2019,~~2020, and since inception, the Company has not generated any revenues. Cool Technologies generated its first Mobile Generation order during the quarter ended June 30, 2014 and received a partial deposit in advance of completing the sale with companies controlled by the individual who is a 5% owner of UPT and a shareholder of the Company. The order is in the production queue along with other existing ~~orders, which because of a lack of funds the Company is unable to fulfill.~~orders.

Payroll and related expenses decreased during the three months ended ~~September~~June 30 from ~~$135,972 in 2018 to $106,004~~$136,794 in 2019 to $83,408 in 2020 and ~~decreased~~ during the ~~nine~~six months ended ~~September~~June 30 from ~~$408,787~~$263,254 in ~~2018~~2019 to ~~$369,258~~$166,158 in ~~2019~~2020 due to the ~~Chief Technology Officer moving from an employee~~elimination of Mark Hodowanec’s salary after he resigned in July 2019 and due to ~~consulting role to reduce costs.~~the fact that the remaining officers received no salary during the first quarter and only one month’s salary in the second quarter.

Consulting ~~expense~~expenses decreased during the three months ended ~~September~~June 30 from ~~$101,827~~$83,383 in ~~2018~~2019 to ~~$66,500~~$51,000 in ~~2019~~2020 and during the ~~nine~~six months ended ~~September~~June 30 from ~~$317,709~~$178,707 in ~~2018~~2019 to ~~$245,207~~$113,000 in ~~2019~~2020. This was due primarily to the ~~elimination of $60,000 in monthly consulting fees~~reduced workload and payments for related-party consultants and general consultants. In both cases the decreases reflected the Company’s need to ~~a media consulting firm.~~conserve cash.

Professional fees ~~decreased~~increased during the three months ended ~~September~~June 30 from ~~$39,486 in 2018 to $37,100~~$44,704 in 2019 to $52,309 in 2020 and decreased during the ~~nine~~six months ended ~~September~~June 30 from ~~$259,428~~$126,469 in ~~2018~~2019 to ~~$163,569~~$99,109 in ~~2019. Both decreases were~~2020. The increase in professional fees during the three months ended June 30 was due primarily to fees to retain legal representation to defend the Company against the eviction complaint. The decrease in professional fees during the six months was due primarily to the ~~elimination of the overlapping costs to change~~reduced requirements for accounting ~~firms~~and legal and the ~~elimination of legal fees associated with the SEC settlement.~~need to conserve cash.

Research and development expenses decreased during the three months ended ~~September~~June 30 from ~~$12,891 in 2018 to $10,000~~$32,402 in 2019 to $0 in 2020 due to ~~move from development to finalization~~the completion of the ~~first production-run vehicle.~~design of the MG system and the Company’s focus on its commercialization. During the ~~nine~~six months ended ~~September~~June 30, research and development expenses decreased from ~~$447,477 in 2018 to $57,102~~$47,102 in 2019 to $10,308 in 2020 due again to the Company moving from the development of its products to the commercialization of its products.

General and administrative ~~expense~~expenses decreased during the three months ended ~~September~~June 30 from ~~$161,153 in 2018 to $48,945~~$63,832 in 2019 ~~and during~~to $3,544 in 2020 due to limited funds. During the ~~nine~~six months ended ~~September~~June 30, general and administrative expense decreased from ~~$310,371 in 2018 to $198,643~~$149,698 in 2019 to $13,350 in 2020 also due to ~~less spending on travel, advertising and sales promotion.~~limited funds.

Interest expense increased during the three months ended June 30 from $450,212 in 2019 to $522,192 in 2020 due to a number of vendors adding previously unrecognized interest to their bills. Interest expense decreased during the ~~three~~six months ended ~~September~~June 30 from ~~$713,515 in 2018 to $518,271~~$1,070,186 in 2019 ~~and during~~to $889,503 in 2020 primarily due accelerated debt discount amortization upon the ~~nine months ended September 30 from $1,685,107 in 2018 to $1,588,457 in 2019 due to a reduction in derivative liability and related debt discounts.~~conversion of convertible notes.

Since Cool Technologies has incurred losses since inception, it has not recorded any income tax expense or benefit. Accordingly, the Company’s net loss is driven by operating and other expenses. Noncontrolling interest represents the 5% third-party ownership in UPT, which is subtracted to calculate net loss to shareholders.

The Company has historically met its liquidity requirements primarily through the public sale and private placement of equity securities, debt financing, and exchanging common stock warrants and options for professional and consulting services. ~~At September~~On June 30, ~~2019,~~2020, CoolTech had cash of ~~$203.~~$3.

Working capital is the amount by which current assets exceed current liabilities. The Company had negative working capital of ~~$5,746,931~~$6,958,960 and ~~$4,643,956,~~$6,821,643, respectively, ~~at September~~on June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The ~~increase~~decrease in ~~negative~~ working capital was ~~primarily~~ due to anthe large reduction in cash combined with increases in accounts payable and accrued liabilities – related party that more than offset a small increase in the value of the inventory and reductions in derivative liability and ~~the~~ current ~~portion of long term~~ debt.

~~February Convertible Note~~ ~~– On February 19, 2018,~~ To that end, the Company ~~entered into a~~owes approximately $493,152 for convertible ~~note agreement. CoolTech issued 2,000,000 inducement shares of restricted common stock~~notes and ~~received $350,000, with an original issue discount of $35,000~~it owes another $2,550,000 in ~~lieu of interest, for a total amount of $385,000 due~~notes payable. Based on ~~September 19, 2018. At~~its current forecast and budget, management believes that its cash resources will not be sufficient to fund its operations through the ~~holder’s option, a portion or all~~end of the unpaid principal and interest may be converted into shares of common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

~~On September 14, 2018,~~third quarter. Unless the Company ~~issued 2,000,000 shares~~can generate sufficient revenue from the execution of the Company’s business plan, it will need to obtain additional capital to continue to fund the Company’s operations. There is no assurance that capital in any form would be available to us, and if available, on conversion of $50,000 in debt. On October 26, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to January 1, 2019. On October 31, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt.

~~On October 26, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to January 1, 2019 and then again until May 1, 2019. All other~~ terms and conditions ~~remained~~that are acceptable. If the ~~same.~~Company is unable to obtain sufficient funds, it may be forced to curtail and/or cease operations.

~~On February 26, 2019, CoolTech issued 7,500,000 shares of common stock to Lucas Hoppel upon partial conversion of $93,750 on convertible debt of $396,550.~~

~~On April 23, 2019, Cool Technologies issued 7,500,000 shares of common stock to Lucas Hoppel upon conversion of $93,750 on convertible debt of $396,550.~~

~~December~~May Convertible Note -- On December 10, 2018, the Company entered into a convertible note agreement. It received $138,000 with an original issue discount of $14,000.00 in lieu of interest, for a total amount of $152,000 due on December 10, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 28% discount to the lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

~~On June 5, 2019, the outstanding balance of $203,643 was paid in full and the note was retired.~~

~~February Convertible Note~~ -- On February 11, 2019, the Company entered into a convertible note agreement. It received $140,000 with an original issue discount of $8,400 in lieu of interest, for a total amount of $132,500 due on February 11, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

On August 13, 2019, the Company issued 423,759 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 184 days of 8% annual interest. After the conversion, the principal balance remaining totals $125,000.

~~March Convertible Note~~ -- On March 13, 2019, the Company entered into a convertible note agreement. It received $140,000 with an original issue discount of $7,500 in lieu of interest, for a total amount of $131,600 due on February 11, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 18/% per annum, require the Company to (i) pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event of default.

~~May Convertible Note~~ -- On May 13, 2019, the Company entered into a convertible note agreement. It received $150,000 after an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on December 13, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

June Convertible Note -- On June 6, 2019, the Company entered into a convertible note agreement. It received $130,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($143,000) and interest will be due on June 6, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum, orrequire the Company to pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest ~~rate~~price at which the common stock traded at any time between the issuance date and the date of ~~interest permitted by law.~~the event of default.

July Convertible Note --– On July 3, 2019, the Company entered into a convertible note agreement. It received $150,000 with an original issue discount of $15,300 in lieu of interest, for a total amount of $168,300 plus 8% annual interest due on July 3, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest ~~Volume Weighted Average Price (VWAP)~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to ~~(i)~~ redeem all or any portion of the note at a premium of 150%.

On July 30, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to November 1, 2019. On October 31, 2019, he signed an amendment which extended the maturity date to December 31, 2019. All other terms and conditions remained the same.

~~On August 13, 2019, the Company~~January 3, 2020, Cool Technologies issued ~~423,759~~2,238,806 shares of common stock to ~~Power Up~~PowerUp Lending Group Ltd. upon partial conversion of $15,000 on convertible debt ~~with a principal~~ of ~~$140,000 and 184 days of 8% annual interest. After the conversion, the principal balance remaining totals $125,000.~~

$168,300. On ~~August 23, 2019, the Company~~January 8, 2020, Cool Technologies issued ~~545,455~~3,174,603 shares of common stock to ~~Power Up~~PowerUp Lending Group Ltd. upon partial conversion of ~~$15,000~~$20,000 on convertible debt ~~with a principal~~ of ~~$140,000~~$168,300. On January 14, 2020, Cool Technologies issued 3,921,569 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 16, 2020, Cool Technologies issued 4,444,444 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 21, 2020, Cool Technologies issued 5,111,111 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $23,000 on convertible debt of $168,300. On January 30, 2020, Cool Technologies issued 7,142,857 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On February 3, 2020, Cool Technologies wired $72,000 to PowerUp Lending Group, Ltd. and ~~194 days of 8% annual interest. After~~ the ~~conversion, the principal balance remaining totals $110,000.~~note was retired.

On March 10, 2020, Cool Technologies issued ~~604,839~~10,282,003 shares of common stock to ~~Power Up Lending Group Ltd.~~Eagle Equities, LLC upon partial conversion of ~~$15,000~~$40,151 on convertible debt ~~with a principal~~ of ~~$140,000 and 200 days of 8% annual interest. After the conversion, the principal balance remaining totals $95,000.~~

$126,500. On ~~September 3, 2019,~~May 5, 2020, the Company issued ~~819,672~~4,460,094 shares of common stock ~~to Power Up Lending Group Ltd.~~ upon partial conversion of ~~$20,000 on convertible debt with a principal of $140,000 and 205 days of 8% annual interest. After the conversion, the principal balance remaining totals $75,000.~~

$31,667. On ~~September~~June 5, ~~2019,~~2020, the Company issued ~~833,333~~3,325,335 shares of common stock ~~to Power Up Lending Group Ltd.~~ upon partial conversion of ~~$20,000 on convertible debt with a principal of $140,000 and 207 days of 8% annual interest. After the conversion, the principal balance remaining totals $55,000.~~

$25,000. On ~~September 11, 2019,~~June 15, 2020, the Company issued ~~1,005,025~~3,924,883 shares of common stock ~~to Power Up Lending Group Ltd.~~ upon partial conversion ~~of $20,000 on convertible debt with a principal of $140,000 and 213 days of 8% annual interest. After the conversion, the principal balance remaining totals $35,000.~~

$23,408. On ~~September 11, 2019,~~June 30, 2020, the Company issued ~~2,500,000~~2,067,880 shares of common stock ~~to Lucas Hoppel upon partial conversion of $31,250 on convertible debt with a principal of $396,550. After the conversion, the principal balance remaining totals $27,800.~~

On September 17, 2019, the Company issued 2,012,072 shares of common stock to JSJ Investments, Inc. upon partial conversion of $40,000 on convertible debt with a principal of $140,000 and 189 days of 8% annual interest. After the conversion, the principal balance remaining totals $100,000.

~~On September 24, 2019, the Company issued 1,119,558 shares of common stock to Power Up Lending Group Ltd.~~ upon final conversion of ~~$15,000 on convertible debt with a principal of $140,000~~$11,746 and ~~8% annual interest of $5,264. After the conversion,~~ the note was retired.

November Convertible Note -- On November 9, 2019, the Company entered into a convertible note agreement. It received $126,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($141,000) and interest will be due on November 6, 2020. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law. On May 8, 2020, Cool Technologies issued 2,352,941 shares of common stock upon partial conversion of $20,000. On May 14, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $162,700. All terms and conditions remained the same. As of June 30, 2020, the remaining balance totaled approximately $162,700.

December Convertible Note -- On December 5, 2019, the Company entered into a convertible note agreement. It received $103,000 with an original issue discount of $6,000 and an annual interest rate of 8%. The principal ($109,000) and interest will be due on December 5, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 18% per annum or the highest rate of interest permitted by law. On May 6, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $144,313. All terms and conditions remained the same. As of June 30, 2020, the remaining balance totaled approximately $144,313.

January Convertible Note -- On January 30, 2020, the Company entered into a convertible note agreement with an accredited investor. It received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of June 30, 2020, the remaining balance totaled $40,000.

Net cash ~~used in~~from operating activities decreased due to reductions in net loss, change in fair value and derivative liability, amortization of debt discount, and inventory as ~~a result~~well as the elimination of ~~lower spending~~the gain on ~~research~~extinguishment of debt. Together they combined to overwhelm the comparatively minor increases in prepaid assets, accounts payable and ~~development. CoolTech’s investing activity relates to the development of patents in both years.~~accrued liabilities – related party. Cash provided by financing activities included debt borrowings of ~~$1,674,580 and $2,260,000, respectively,~~$157,000 during ~~2019 and 2018.~~2020 which was a significant reduction from the debt borrowings of $1,220,345 during the first half of 2019. Payments on debt during the first six months of 2020 consisted of $1,843 which was used to pay off the holder of a convertible note.

The Company's capital requirements for the next 12 months will consist of ~~approximately $4.3~~$3.4 million with anticipated expenses of ~~$1.5 to $2~~$1.4 million for salaries, public company filings, and consultants and professional fees. An additional $2.0 ~~to $3.0~~ million in working capital is expected to be needed for inventory and related ~~production~~ costs for ~~fulfillment~~production of ~~over 600 orders for~~the mobile power generation systems as well as development and commercialization of the thermal dispersion technology applications.

Management believes the ~~Company’s~~Company's funds are insufficient to provide for its projected needs for operations for the next 12 months. ~~They are~~The Company is currently negotiating additional non-dilutive funding to support ~~production of completed systems and vehicles. As of~~product development or for other purposes. In the ~~date of this filing,~~event that the ~~funds~~negotiations fail, the Company may have to ~~support production are not in place.~~rely on equity or debt financing that may involve substantial dilution to our then existing stockholders. If it is unable to close additional equity financing, the Company may have to cease operations.

The Company has incurred net losses of ~~$51,808,170~~$54,572,208 since inception and have not fully commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on ~~the~~ its ability to raise capital, generate revenue, achieve profitable operations and repay its obligations when they come due. As of June 30, 2020, the ~~issuance date~~Company has $3 in cash and it owes $493,152 and $2,550,000 for convertible and promissory notes, respectively. The Company is pursuing various financing alternatives to address the payment of ~~these condensed consolidated financial statements, management is negotiating additional nondilutive funding arrangements~~outstanding debt and to support the sales, component acquisition and assembly of our mobile power generation systems as well as the completion of the ~~initial phases~~secondary elements of ~~the Company’s~~our business plan: to license its thermal technologies and applications, including submersible ~~drypit applications and to license and sell mobile generation retrofit kits driven by CoolTech proprietary gearing system.~~dry-pit applications. There can be no assurance, however, that the Company will obtain adequate funding or that it will be successful in accomplishing ~~these objectives~~any of our objectives. Consequently, the Company may not be able to continue as an operating company.

The condensed consolidated financial statements and the accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, and expenses. Cool Technologies continually evaluates the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to the results of operations and financial position are discussed in the Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As a smaller reporting company, Cool Technologies is not required to provide the information required by this Item.

Management does not expect that its internal controls over financial reporting will prevent all errors and all fraud. Control systems, no matter how well conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, as of ~~September~~June 30, ~~2019,~~2020, Cool Technologies conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, the disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that its disclosure controls are not effectively designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Cool Technologies internal controls are not effective for the following reasons, (1) there are no entity level controls, because of the limited time and abilities of the Company’s ~~four~~three officers, (2) there is no separate audit committee, and (3) CoolTech has not implemented adequate system and manual controls. As a result, the Company’s internal controls have inherent weaknesses, which may increase the risks of errors in financial reporting under current operations and accordingly are not effective as evaluated against the criteria set forth in the Internal Control – Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission (1992 version). Based on the evaluation, management concluded that the Company’s internal controls over financial reporting were not effective as of ~~September~~June 30, ~~2019.~~2020.

~~Going forward,~~ Even though there are inherent weaknesses, management has taken steps to minimize the risk. The Company uses a third-party consultant to review transactions for appropriate technical accounting, reconcile accounts, review significant transactions and prepare financial statements. Invoices and other bookkeeping matters are reviewed by a third party

Cool Technologies ~~intends to evaluate~~can provide no assurance that its ~~processes and procedures and, where practicable, implement changes in order to have more effective~~internal controls over financial ~~reporting.~~reporting will be compliant in the near future. As revenues permit, the Company will enhance its internal controls through additional software and other means. If and when it becomes a listed company under SEC rules, the Company will create an audit committee comprised of independent directors.

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to affect, the internal control over financial reporting.

On three occasions, specifically, May 20, 2013, August 19, 2013 and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section 4410.3. And Inin each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge.

On June 26, 2020, an eviction complaint was filed by Dennis Campbell and PGC Investments, LLC in the Sixth Judicial Circuit of Pinellas County, Florida.

The history of the complaint dates back to May 1. 2014. On that date Cool Technologies entered a lease agreement with Dennis Campbell for a property located in Largo, Florida. The lease agreement commenced on July 1, 2014 and expired on June 30, 2017.

On July 1, 2014, the Company entered into a 36-month independent contractor agreement with PGC Investments LLC, to provide the full-time services of Dennis Campbell to manage the day-to-day operations of Ultimate Power Truck (‘UPT”). Consequently, he was both the landlord of and the company manager for UPT.

Mr. Campbell claims he is still owed $79,929 plus late fees, interest and penalties. Whereas, the Company claims it has made all required payments under the lease.

From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these other matters, if any, and after consideration of amounts accrued, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flow.

As a smaller reporting company, Cool Tech is not required to provide the information required by this Item.

On July 31, 2019, the Company issued 4,000,000 shares of common stock to Lucas Hoppel upon partial conversion of $50,000 on convertible debt with a principal of $396,550. After the conversion the principal balance remaining totals $59,050.

On August 23, 2019, the Company issued 545,455 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 194 days of 8% annual interest. After the conversion, the principal balance remaining totals $110,000.

On August 29, 2019, the Company issued 604,839 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 200 days of 8% annual interest. After the conversion, the principal balance remaining totals $95,000.

On September 3, 2019, the Company issued 819,672 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 205 days of 8% annual interest. After the conversion, the principal balance remaining totals $75,000.

On September 5, 2019, the Company issued 833,333 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $20,000 on convertible debt with a principal of $140,000 and 207 days of 8% annual interest. After the conversion, the principal balance remaining totals $55,000.

On October 1, 2019, the Company issued 2,695,599 shares of common stock to JSJ Investments, Inc. upon partial conversion of $40,000 on convertible debt with a principal of $140,000 and 203 days of 8% annual interest. After the conversion, the principal balance remaining totals $60,000.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

None of the above issuances involved any underwriters, underwriting discounts or commissions, or any public offering and we believe we are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

~~None.~~On March 19, 2020, on a note payable. The $250,000 note was purchased on March 18, 2019 by an accredited investor. In return, the Company promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

On May 1, 2020, the Company defaulted on 2 notes payable. A $250,000 note was purchased on September 11, 2018 and a $125,000 note was purchased on September 25, 2018 by the same accredited investor. In return, the Company promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversaries. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity dates until April 30, 2020. As of the filing date, the company has not received a notice of default. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

On May 26, 2020, the Company defaulted on a Promissory Note Agreement. A $250,000 note was purchased on October 26, 2018 by an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. On October 26, 2019, the investor signed an amendment to the agreement extending the maturity date for seven months. As of the filing date, the Company has not received a notice of default for either note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

On July 29, 2020, the Company defaulted on a Promissory Note Agreement. An $85,000 note was purchased on June 29, 2020 by an accredited investor. The Company received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. In the event of a default, the investor may upon written notice to the company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the Company has not received a notice of default.

On July 30, 2020, the Company defaulted on a Promissory Note Agreement. A $40,000 note was purchased on January 30, 2020 by an accredited investor. The Company received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of the filing date, the Company has not received a notice of default.

On August 3, 2020, the Company defaulted on a Promissory Note Agreement. An $85,000 note was purchased on July 3, 2020 by an accredited investor. The Company received $85,000 after an original issue discount of $8,500 in lieu of interest. The total amount of $93,500 was due on August 3, 2020. In the event of default, the outstanding balance will accrue interest of either 18% or the maximum rate permitted by law until the default is remedied. As of the filing date, the Company has not received a notice of default.

~~None.~~The occurrence of an uncontrollable event such as the COVID19 pandemic has negatively affected our operations. A pandemic typically results in social distancing, travel bans and quarantine. This has limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, have impacted our operations and financial condition. It may also impact demand for our products and may continue to hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities and Exchange Commission.

As of the filing date, it is uncertain whether COVID-19 will have a significant impact on production and distribution of Company products.

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 thereunto duly authorized.

Nevada		75-3076597
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8875 Hidden River Parkway, Suite 300 Tampa, FL		33637
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	¨☐	Smaller reporting company	x☒
		Emerging growth company	¨☐

Part I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2120
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3231
Item 4.	Controls and Procedures	3231

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other information	34
Item 6.	Exhibits	35

	Number of Warrants		Weighted- average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2019		18,467,717		0.05		3.7	$	941,144
Granted		4,000,000		0.05		4.9	$	17,200
Forfeited or expired		--		--		--		--
Exercised		--		--		--		--
Outstanding, June 30, 2020		22,467,717		0.04		3.8	$	958,344
Exercisable, June 30, 2020		22,467,717		0.04		3.8	$	958,344

	Number of Warrants		Weighted- average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2018		14,467,717		0.05		4.6	$	1,564
Granted		4,400,000		0.05
Forfeited or expired		--		--
Exercised		--		--
Outstanding, September 30, 2019		18,867,717		0.05		4.2	$	379,596
Exercisable, September 30, 2019		18,867,717		0.05		4.2	$	379,596

	June 30, 2020 (Unaudited)			December 31, 2019
ASSETS
Current assets:
Cash	$	3		$	15,306
Inventory		179,593			149,744
Prepaid expenses and other assets		--			5,000
Total current assets		179,596			170,050
Intangibles		220,939			213,192
Equipment, net		65,972			76,280
Total assets	$	466,507		$	459,522

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,619,324		$	1,524,506
Accrued interest payable		579,014			407,037
Accrued liabilities – related party		1,084,292			913,948
Customer deposits – related party		400,000			400,000
Accrued payroll taxes		65,278			62,049
Debt, current portion, net of debt discount		2,870,698			2,971,232
Derivative liability		519,950			712,921
Total current liabilities		7,138,556			6,991,693

Debt, long-term portion		107,532			29,329
Total liabilities		7,246,088			7,021,022

Commitments and contingencies (Note 5)

Stockholders’ equity (deficit):
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 issued and outstanding on June 30, 2020 and December 31, 2019		--			--
Preferred stock Series B, $.001 par value; 3,636,360 shares authorized; 2,727,270 issued and outstanding on June 30, 2020 and December 31, 2019		2,727			2,727
Common stock, $.001 par value; 1,000,000,000 shares authorized; 421,676,611 and 267,450,017 shares issued and outstanding on June 30, 2020 and December 31, 2019, respectively		421,677			267,450
Additional paid-in capital		47,358,001			46,265,016
Common stock issuable		58,670			58,670
Common stock held in escrow		8,441			8,441
Accumulated deficit		(54,572,208	)		(53,107,440	)
Non-controlling interest		(56,889	)		(56,364	)
Total stockholders’ deficit		(6,779,581	)		(6,561,500	)

Total liabilities and stockholders’ deficit	$	466,507		$	459,522

	September 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash	$	203		$	24,435
Inventory		155,770			54,474
Prepaid expenses and other assets		12,000			12,000
Total current assets		167,973			90,909
Intangibles		210,660			205,974
Equipment, net		83,845			64,446
Total assets	$	426,478		$	361,329

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,611,441		$	1,288,175
Accrued liabilities – related party		761,919			743,868
Customer deposits – related party		400,000			400,000
Accrued payroll taxes		62,049			62,049
Debt, current portion		2,767,532			2,091,014
Derivative liability		311,965			149,759
Total current liabilities		5,914,906			4,734,865

Debt, long-term portion, net of debt discount		31,890			36,819
Total liabilities		5,946,796			4,771,684

Commitments and contingencies (Note 5)

Stockholders’ equity (deficit):
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 and 20 issued and outstanding at September 30, 2019 and December 31, 2018, respectively		--			--
Preferred stock Series B, $.001 par value; 3,636,360 shares authorized; 2,727,270 issued and outstanding at September 30, 2019 and December 31, 2018		2,727			2,727
Common stock, $.001 par value; 350,000,000 shares authorized; 252,202,624 and 214,705,916 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		252,202			214,705
Common stock payable		58,670			--
Additional paid-in capital		46,057,735			45,160,994
Common stock issuable		--			123,670
Common stock held in escrow		8,441			8,441
Accumulated deficit		(51,808,170	)		(49,866,128	)
Non controlling interest		(55,923	)		(54,764	)
Total stockholders’ deficit		(5,484,318	)		(4,410,355	)

Total liabilities and stockholders’ deficit	$	462,478		$	361,329

									Additional			Common		Common Stock					Non-
	Preferred Stock				Common Stock				Paid-in			Stock		Held in		Accumulated			Controlling
	Shares		Amount		Shares		Amount		Capital			Issuable		Escrow		Deficit			Interest			Total
June 30, 2018		2,727,303		2,727		197,110,240		197,110		43,787,348			123,670		8,441		(47,402,897	)		(53,729	)		(3,242,330	)
Sale of stock		-		-		-		-		-			-		-		-			-			-
Issuance of common stock issuable		-		-		-		-		-			-		-		-			-			-
Conversion of Series A preferred stock to common stock		-		-		650,000		650		(650	)		-		-		-			-			-
Cashless warrant exercises		-		-		-		-		-			-		-		-			-			-
Stock issued with debt		-		-		1,583,333		1,583		93,417			-		-		-			-			95,000
Warrants issued for services		-		-		-		-		-			-		-		-			-			-
Warrants issued with debt						-		-		320,821			-		-		-			-			-
Employee common stock		-		-									-		-		-			-			-
Debt converted		-		-		4,000,000		4,000		96,000			-		-		-			-			100,000
Debt issued with beneficial conversion feature		-		-		-		-		455,544			-		-		-			-			455,544
Net loss		-		-		-		-		-			-		-		(1,302,017	)		-			(1,302,017	)
Noncontrolling interest		-		-		-		-		-			-		-		148			(148	)		-
September 30, 2018		2,727,303		2,727		203,343,573		203,343		44,752,480			123,670		8,441		(48,704,766	)		(53,877	)		(3,893,803	)

June 30, 2019		2,727,273		2,727		237,333,916		237,333		45,774,110			58,670		8,441		(52,060,557	)		(56,046	)		(6,035,322	)
Sale of stock		-		-		-		-		-			-		-		-			-			-
Issuance of common stock issuable		-		-											-		-			-			-
Conversion of Series A preferred stock to common stock		-		-		-		-		-			-		-		-			-			-
Stock issued with debt		-		-		-		-		-					-		-			-			-
Warrants issued for services		-		-		-		-					-		-		-			-			-
Warrants issued with debt		-		-		-		-					-		-		-			-			-
Debt converted		-		-		14,868,708		14,869		283,625			-		-		-			-			298,494
Debt issued with beneficial conversion feature		-		-		-		-		-			-		-		-			-			-
Net loss		-		-		-		-		-			-		-		252,510			-			252,510
Noncontrolling interest		-		-		-		-		-			-		-		(123	)		123			-
September 30, 2019		2,727,273		2,727		252,202,624		252,202		46,057,735			58,670		8,441		(51,808,170	)		(55,923	)		(5,484,318	)

	Preferred Stock					Common Stock				Additional Paid-in			Common Stock			Common Stock Held in		Accumulated			Non- Controlling
	Shares			Amount		Shares		Amount		Capital			Issuable			Escrow		Deficit			Interest			Total
December 31, 2017		2,727,303			2,727		152,836,983		152,837		41,401,330			712,000			8,441		(45,247,740	)		(52,267	)		(3,022,672	)
Sale of stock		-			-		1,977,777		1,977		151,348			106,670			-		-			-			259,995
Issuance of common stock issuable		-			-		8,409,091		8,409		591,591			(600,000	)		-		-			-			-
Cashless warrant exercises		-			-		9,603,662		9,604		(9,604	)		-			-		-			-			-
Stock issued with debt		-			-		3,641,727		3,642		170,027			-			-		-			-			173,669
Warrants issued for services		-			-		-		-		25,882			-			-		-			-			25,882
Employee common stock		-			-		2,600,000		2,600		127,400			-			-		-			-			130,000
Debt converted		-			-		18,041,000		18,041		482,984			-			-		-			-			501,025
Debt issued with beneficial conversion feature		-			-		-		-		846,390			-			-		-			-			846,390
Net loss		-			-		-		-		-			-			-		(3,458,637	)		-			(3,458,637	)
Noncontrolling interest		-			-		-		-		-			-			-		1,610			(1,610	)		-
September 30, 2018		2,727,303			2,727		197,110,240		197,110		43,787,348			218,670			8,441		(48,704,767	)		(53,877	)		(4,544,348	)

																			��
December 31, 2018		2,727,290			2,727		214,705,916		214,705		45,160,994			123,670			8,441		(49,866,128	)		(54,764	)		(4,410,355	)
Sale of stock		-			-		-		-		-			-			-		-			-			-
Issuance of common stock issuable		-			-		1,650,000		1,650		93,350			(95,000	)		-		-			-			-
Conversion of Series A preferred stock to common stock		(17	)		-		850,000		850		(850	)		-			-		-			-			-
Stock issued with debt		-			-		-		-		-			30,000			-		-			-			30,000
Warrants issued for services		-			-		-		-		32,624			-			-		-			-			32,624
Warrants issued with debt		-			-		-		-		112,260			-			-		-			-			112,260
Debt converted		-			-		34,996,708		34,997		515,097			-			-		-			-			550,094
Debt issued with beneficial conversion feature		-			-		-		-		144,260			-			-		-			-			144,260
Net loss		-			-		-		-		-			-			-		(1,943,201	)		-			(1,943,201	)
Noncontrolling interest		-			-		-		-		-			-			-		1,159			(1,159	)		-
September 30, 2019		2,727,273			2,727		252,202,624		252,202		46,057,735			58,670			8,441		(51,808,170	)		(55,923	)		(5,484,318	)

										Additional			Common			Preferred		Common Stock					Non-
	Preferred Stock					Common Stock				Paid-in			Stock			Stock		Held in		Accumulated			Controlling
	Shares			Amount		Shares		Amount		Capital			Issuable			Issuable		Escrow		Deficit			Interest			Total
December 31, 2018		2,727,290			2,727		214,705,916		214,705		45,160,994			123,670			-		8,441		(49,866,128	)		(54,764	)		(4,410,355	)
Sale of stock		-			-		-		-		-			-			-		-		-			-			-
Issuance of common stock issuable							1,650,000		1,650		93,350			(95,000	)
Conversion of Series A preferred stock to common stock		(17	)		-		850,000		850		(850	)		-			-		-		-			-			-
Stock issued with debt		-			-		-		-		-			30,000			-		-		-			-			30,000
Warrants issued for services		-			-		-		-		32,624			-			-		-		-			-			32,624
Warrants issued with debt		-			-		-		-		112,260			-			-		-		-			-			112,260
Debt converted		-			-		20,128,000		20,128		231,472			-			-		-		-			-			251,600
Debt issued with beneficial conversion feature		-			-		-		-		144,260			-			-		-		-			-			144,260
Net loss		-			-		-		-		-			-			-		-		(2,195,711	)		-			(2,195,711	)
Noncontrolling interest		-			-		-		-		-			-			-		-		1,282			(1,282	)		-
June 30, 2019		2,727,273			2,727		237,333,916		237,333		45,774,110			58,670			-		8,441		(52,060,557	)		(56,046	)		(6,035,322	)

December 31, 2019		2,727,273			2,727		267,450,017		267,450		46,265,016			58,670			-		8,441		(53,107,440	)		(56,364	)		(6,561,500	)
Warrants issued with debt		-			-		-		-		12,654			-			-		-		-			-			12,654
Debt converted		-			-		154,226,594		154,227		1,080,331			-			-		-		-			-			1,234,558
Net loss		-			-		-		-		-			-			-		-		(1,465,293	)					(1,465,293	)
Noncontrolling interest		-			-		-		-		-			-			-		-		525			(525	)		-
June 30, 2020		2,727,273			2,727		421,676,611		421,677		47,358,001			58,670					8,441		(54,572,208	)		(56,889	)		(6,779,581	)

Year ending December 31,

2020	$	3,158,448
2021		68,110
2022		15,498
2023		15,498
2024		8,426
	$	3,265,980

Year ending December 31,
2019	$	2,082,568
2020		686,691
2021		7,358
2022		8,134
2023		8,992
2024		5,679
	$	2,799,422

	~~Nine months~~Six Months Ended ~~Ended~~ ~~September~~June 30, ~~2019~~ 2020

Volatility	~~114.14-148.33~~106.4-554.9		%
Risk-free interest rate	~~1.79–2.55~~0.01–2.42		%
Expected life (years)	~~0.09–1.0~~0.07–1.14
Dividend yield		--

	Number of Warrants			Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2018		52,367,887		$	0.18		1.3	$	--
Granted		--			--		--		--
Forfeited or cancelled		(6,571,901	)		0.56		--		--
Outstanding, September 30, 2019		45,795,986			0.12		1.6	$	--
Exercisable, September 30, 2019		45,795,986		$	0.12		1.6	$	--

	Number of Warrants			Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2019		45,514,168		$	0.12		1.1	$	--
Granted		--			--		--		--
Forfeited or cancelled		(14,095,833	)		0.15		--		--
Outstanding, June 30, 2020		31,418,335			0.10		0.8		--
Exercisable, June 30, 2020		31,418,335		$	0.10		0.8	$	--

	Number of Warrants			Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2018		13,445,836			0.27		1.4	$	78,000
Granted		1,300,000			0.05
Forfeited or expired		(5,510,000	)		0.51
Outstanding, September 30, 2019		9,235,836			0.10		1.7	$	194,500
Exercisable, September 30, 2019		9,235,836			0.10		1.7	$	194,500

4.34*		$85,000 Convertible Promissory Note dated June 29, 2020 issued to Steve Schaner.

4.35*		$85,000 Promissory Note dated July 3, 2020 issued to 3&1 Capital Partners, LLC.

4.36*		$60,000 Convertible Promissory Note and Stock Purchase Agreement dated September 15, 2020 issued to LGH Investments, LLC.

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Cool Technologies, Inc.


Dated: ~~November 19, 2019~~October 5, 2020		/s/ Timothy Hassett
	By:	~~/s/ Timothy Hassett~~
		Timothy Hassett
		Chief Executive Officer (Principal Executive Officer)

Dated: ~~November 19, 2019~~October 5, 2020		/s/ Quentin Ponder
	By:	~~/s/~~ Quentin Ponder
		~~Quentin Ponder~~
		Chief Financial Officer (Principal Financial and Accounting Officer)