Cool (WARM) S-1 11 Jan 16 IPO registration Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2015
Document And Entity Information
Entity Registrant Name	COOL TECHNOLOGIES, INC.
Entity Central Index Key	1,399,352
Document Type	S1
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Current assets
Cash	$ 25,174	$ 171,871	$ 477,549
Prepaid expenses	68,730	57,018
Total current assets	93,904	228,889	$ 477,549
Intangible	147,572	139,800	$ 98,697
Equipment, net	104,084	118,453
Total assets	345,560	487,142	$ 576,246
Current liabilities
Accounts payable	1,335,489	529,736	230,527
Accrued liabilities - related party	611,093	489,535	$ 272,564
Customer deposits - related party	400,000	400,000
Accrued payroll taxes	29,269	14,167	$ 10,428
Debt, current portion	292,581	$ 40,235	$ 22,910
Derivative liability	73,326
Total current liabilities	2,741,758	$ 1,473,673	$ 536,429
Debt, long-term portion, net of debt discount	63,374	77,076
Total liabilities	$ 2,805,132	$ 1,550,749	$ 536,429
Commitments and contingencies (Note 5)
Stockholders' equity (deficit):
Preferred stock, $.001 par value; 15,000,000 shares authorized; 136 and 140 and 199 shares issued and outstanding at September 30, 2015 and December 31, 2014 and 2013, Respectively
Common stock, $.001 par value; 140,000,000 shares authorized; 66,464,653 and 61,439,134 and 48,700,929 shares issued an outstanding at September 30, 2015 and December 31, 2014 and 2013, respectively	$ 65,793	$ 60,767	$ 48,702
Additional paid-in capital	35,023,099	30,864,669	$ 8,840,840
Common stock issuable	95,000	435,930
Common stock held in escrow	8,441	8,441	$ 8,441
Accumulated deficit	(37,626,928)	(32,421,145)	(8,858,166)
Total deficit	(2,434,595)	(1,051,338)	$ 39,817
Noncontrolling interest in subsidiary	(24,977)	(12,269)
Total stockholders' deficit	(2,459,572)	(1,063,607)	$ 39,817
Total liabilities and stockholders' equity	$ 345,560	$ 487,142	$ 576,246

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Stockholders' Equity (Deficit):
Preferred stock par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock shares authorized	15,000,000	15,000,000	15,000,000
Preferred stock shares issued	136	140	199
Preferred stock shares outstanding	136	140	199
Common stock par value	$ 0.001	$ 0.001	$ 0.001
Common stock shares authorized	140,000,000	140,000,000	100,000,000
Common stock shares issued	66,464,653	61,439,134	48,700,929
Common stock shares outstanding	66,464,653	61,439,134	48,700,929

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Condensed Consolidated Statements Of Operations
Revenue
Cost of revenues
Gross profit
Operating expenses
Payroll and related expenses	$ 198,787	$ 278,425	$ 612,325	$ 765,786	$ 1,056,621	$ 29,485
Consulting	48,203	879,633	814,856	8,124,783	8,436,442	1,472,444
Professional fees	88,488	231,540	503,165	548,511	946,273	491,643
Research and development	150,398	500,808	717,988	936,221	1,518,807	486,160
General and administrative	490,056	809,006	1,441,376	11,198,714	11,602,139	395,476
Total operating expenses	975,932	2,699,412	4,089,710	21,574,015	23,560,282	2,875,208
Operating loss	(975,932)	(2,699,412)	(4,089,710)	(21,574,015)	(23,560,282)	(2,875,208)
Other income (expense):
Interest expense, net	(7,080)	$ (2,403)	(11,655)	$ (11,652)	$ (14,966)	(181,861)
Gain on settlement of debt						19,475
Change in fair value of derivative liability	$ 2,324		2,324
Legal settlement - replacement warrants			(1,119,450)
Net loss	$ (980,688)	$ (2,701,815)	(5,218,491)	$ (21,585,667)	$ (23,575,248)	$ (3,037,594)
Less: Noncontrolling interest in net loss	(3,345)	(5,718)	(12,708)	(7,263)	(12,269)
Net loss to shareholders	$ (977,343)	$ (2,696,097)	$ (5,205,783)	$ (21,578,404)	$ (23,562,979)	$ (3,037,594)
Net loss per common share: Basic and diluted	$ (0.01)	$ (0.05)	$ (0.08)	$ (0.39)	$ (0.42)	$ (0.07)
Weighted average common shares outstanding: Basic and diluted	66,089,776	59,636,423	63,938,744	55,190,022	56,742,881	45,327,116

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Common Stock Issuable	Common Stock Held In Escrow	Accumulated Deficit During Development Stage	Noncontrolling Interest	Total
Beginning Balance, Shares at Dec. 31, 2012	200	42,970,441
Beginning Balance, Amount at Dec. 31, 2012		$ 42,970	$ 6,116,420		$ 39,469	$ (5,820,572)		$ 378,287
Sale of common stock, Shares		5,517,160
Sale of common stock, Amount		$ 5,519	2,041,681					2,047,200
Common stock for services, Shares		25,000
Common stock for services, Amount		$ 25	6,475					$ 6,500
Cashless warrant exercises, Shares		138,328
Cashless warrant exercises, Amount		$ 138	(138)
Conversion of preferred stock to common stock, Shares	(1)	50,000
Conversion of preferred stock to common stock, Amount		$ 50	(50)
Warrants issued for services			470,447					$ 470,447
Warrants issued for finance costs			174,977					$ 174,977
Escrow shares returned			$ 31,028		$ (31,028)
Net loss						$ (3,037,594)		$ (3,037,594)
Ending Balance, Shares at Dec. 31, 2013	199	48,700,929
Ending Balance, Amount at Dec. 31, 2013		$ 48,702	$ 8,840,840		$ 8,441	$ (8,858,166)		$ 39,817
Sale of common stock, Shares		7,707,815
Sale of common stock, Amount		$ 7,707	3,708,945	$ 401,130
Common stock for services, Shares		505,000
Common stock for services, Amount		$ 505	596,245	$ 34,800				$ 631,550
Cashless warrant exercises, Shares		933,605
Cashless warrant exercises, Amount		$ 933	(933)
Conversion of preferred stock to common stock, Shares	(59)	2,950,000
Conversion of preferred stock to common stock, Amount		$ 2,950	(2,950)
Warrants issued for services			$ 7,469,492					$ 7,469,492
Equity issuance costs, Shares		671,785
Equity issuance costs, Amount
Employee stock options			$ 10,271,000					$ 10,271,000
Cancellation of share issuance, Shares		(30,000)
Cancellation of share issuance, Amount		$ (30)	$ (17,970)					(18,000)
Net loss						$ (23,575,248)		$ (23,575,248)
Noncontrolling interest						12,269	$ (12,269)
Ending Balance, Shares at Dec. 31, 2014	140	61,439,134
Ending Balance, Amount at Dec. 31, 2014		$ 60,767	$ 30,864,669	$ 435,930	$ 8,441	$ (32,421,145)	$ (12,269)	$ (1,063,607)
Warrants issued for services								55,849
Net loss								(5,218,491)
Ending Balance, Amount at Sep. 30, 2015								$ (2,459,572)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Operating Activities:
Net loss	$ (5,218,491)	$ (21,585,667)	$ (23,575,248)	$ (3,037,594)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services	571,207	596,750	631,550	373,679
Warrants issued for services	55,849	$ 7,240,930	$ 7,469,492	470,447
Warrants issued for interest				174,977
Gain on settlement of debt				$ (19,475)
Legal settlement - replacement warrants	1,119,450
Employee stock options	981,000	$ 9,944,000	$ 10,271,000
Change in fair value of derivative liability	(2,324)
Amortization of debt discount	2,189
Depreciation expense	19,369	$ 0	6,234
Changes in operating assets and liabilities:
Prepaid expenses	(11,712)	(92,932)	(57,018)
Accounts payable	805,753	(131,842)	299,209	$ 79,222
Accrued liabilities - related party	$ 121,558	661,966	216,971	$ 220,259
Customer deposits		400,000	400,000
Accrued payroll liabilities	$ 15,102	3,739	3,739	$ 10,428
Net cash used in operating activities	(1,541,050)	(2,963,056)	(4,334,071)	(1,728,507)
Investing Activities:
Intangible assets	(7,772)	$ (24,921)	(41,103)	$ (25,115)
Equipment purchase	(5,000)		(27,500)
Net cash used in investing activities	(12,772)	$ (24,921)	(68,603)	$ (25,115)
Financing Activities:
Proceeds from sale of common stock	1,095,020	$ 3,426,652	$ 4,099,782	2,047,200
Proceeds from debt	325,000			900
Payments on debt	(12,895)		$ (2,786)	(12,100)
Net cash provided by financing activities	1,407,125	$ 3,426,652	4,096,996	2,036,000
Net (decrease) increase in cash	(146,697)	438,675	(305,678)	282,828
Cash, beginning of period	171,871	477,549	477,549	194,721
Cash, end of period	25,174	$ 916,224	171,871	$ 477,549
Cash paid for: Interest	$ 5,219		$ 979
Cash paid for: Income taxes
Non-cash transactions:
Reduction of stock issuable by issuing common stock	$ 410,950
Derivative liability offset by debt discount	$ 75,650
Shares issued to settle accounts payable				$ 25,974
Shares held in escrow				$ 31,028
Purchase of equipment with debt			$ 97,187

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies	Description of Business Cool Technologies, Inc. and subsidiary, (we, us, our, the "Company" or "Cool Technologies") was incorporated in the State of Nevada in July 2002. In April 2014, we formed Ultimate Power Truck, LLC ("Ultimate Power Truck" or "UPT"), of which we own 95% and a shareholder of Cool Technologies owns 5%. We were formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV Inc. On August 20, 2015, we changed our name to Cool Technologies, Inc. We have developed and intend to commercialize thermal dispersion technologies in various product platforms and a parallel power input gearbox, around which we have designed a mobile generator system that can be retrofit onto new and existing trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently have two trademarks: HPEV and TEHPC. We believe that our proprietary technologies, including our 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. The markets for products utilizing our technology include consumer, industrial and military markets, both in the U.S. and worldwide. Our technologies are divided into two distinct but complementary categories: heat dispersion technology and mobile electric power. As of September 30, 2015, we have five patents and seven patent applications pending in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as "thermal" or "heat dispersion technology") and a parallel power vehicle platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; and by licensing or selling a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2014, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited 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 ownership of our subsidiary, UPT. 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 our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $37,626,928 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. As of the filing date of this Quarterly Report on Form 10-Q, management is negotiating additional funding arrangements to support completion of the initial phases of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications; and to license and sell mobile generation retrofit kits (our Ultimate Power Truck business) driven by our proprietary gearing system. There can be no assurance, however, that we will be successful in raising additional financing and accomplishing these objectives. Accounting Policy Derivative financial instruments -- If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the derivative liability using the Black-Scholes Option Pricing Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the condensed consolidated statement of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheet as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. Recently Issued Accounting Pronouncements We have evaluated the other recent accounting pronouncements through ASU 2015-16 and believe that none of them will have a material effect on our financial statements.	Description of Business HPEV, Inc. and subsidiary, (we, us, our, the “Company” or “HPEV”) was incorporated in the State of Nevada in July 2002. In April 2014, we formed Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which we own 95% and a shareholder of HPEV owns 5%. We were formerly known as Bibb Corporation and as Z3 Enterprises. We have developed and intend to commercialize heat dispersion technologies in various product platforms, and have developed and intend to commercialize an electric load assist technology around which we have designed a vehicle retrofit system. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently have two trademarks in the application process: HPEV and TEHPC. We believe that our proprietary technologies, including our 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. The markets for products utilizing our technology include consumer, industrial and military markets, both in the U.S. and worldwide. Our technologies are divided into three distinct but complementary categories: a) mobile power generation, b) heat dispersion technology and c) electric load assist. As of December 31, 2014, we have five patents and seven patent applications pending in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel vehicle power platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing or selling a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners; and by licensing a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers. Basis of Presentation The accompanying consolidated financial statements include the accounts of HPEV and UPT. Intercompany accounts and transactions have been eliminated. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. 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 HPEV. Going Concern The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $32,421,145 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. As of the filing date of this Annual Report on Form 10-K, management is negotiating additional funding arrangements to support completion of the initial phases of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications; to license and sell mobile generation retrofit kits (our Ultimate Power Truck business) driven by our proprietary gearing system; and to license a plug-in hybrid conversion system for heavy duty trucks, tractor trailers and buses. There can be no assurance, however, that we will be successful in accomplishing these objectives. Summary of Significant Accounting Policies Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. Intangible assets Our intangible assets consist of patents on our technology, recorded at cost. Cost is based on third party expenditures for patent applications. We will begin amortizing our intangibles over their estimated remaining useful life when we begin revenue-producing activities. We will determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Equipment Equipment consists of vehicles we use for testing and demonstrating our technology to potential customers. Depreciation is recorded using the straight-line method over five years, the estimated useful life. Impairment of long-lived assets When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use. Accrued liabilities – related party These represents amount due to management and their affiliates for services performed. Research and development costs Internal costs related to research and development efforts on existing or potential products are expensed as incurred. External costs incurred for intangible assets, such as attorney fees for patents, are capitalized. Share-based payments All of our share-based awards are classified as equity. We do not have any liability classified share-based awards. Each warrant or stock option is exercisable for one share of our common stock. Nonemployees – Employees Modification of share-based payment awards Sale of common stock with warrants Nonemployee stock option Cashless exercise Income taxes We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2014 and 2013, determined that there were no material uncertain tax positions. UPT is a limited liability company (“LLC”), which is treated as a partnership for income tax purposes, where all tax obligations flow through to the owners of the LLC during the period in which income taxes were incurred. Fair value of financial instruments Our financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Reportable segments We have identified our operating segments, our chief operating decision maker (“CODM”), and the discrete financial information reviewed by the CODM. After evaluating this information, we have determined that we have one reportable segment. Recently Issued Accounting Pronouncements In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, We have evaluated the other recent accounting pronouncements through ASU 2015-02 and believe that none of them will have a material effect on our financial statements.

Equipment

Equipment	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 2 - Equipment	Equipment consists of the following: September 30, December 31, 2015 2014 Test vehicles $ 124,687 $ 124,687 Other 5,000 -- 129,687 124,687 Less: accumulated depreciation (25,603 ) (6,234 ) $ 104,084 $ 118,453 Depreciation expense for the nine months ended September 30, 2015 and 2014, respectively, was $19,369 and zero.	Equipment consists of the following: December 31, 2014 2013 Test vehicles $ 124,687 $ -- Less: accumulated depreciation (6,234 ) -- $ 118,453 $ -- Depreciation expense for the year ended December 31, 2014, was $6,234.

Customer deposits - Related par

Customer deposits - Related party	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 3 - Customer deposits - Related party	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.	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 is a shareholder of HPEV.

Debt

Debt	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 4 - Debt	Debt consists of the following: September 30, December 31, 2015 2014 Note payable – officer $ 22,910 $ 22,910 Note payable – UPT minority owner 250,000 -- Test vehicle financing 81,506 94,401 Convertible debt 75,000 -- 429,416 117,311 Debt discount (73,461 ) -- 355,955 117,311 Less: current portion 292,581 40,235 Long-term portion $ 63,374 $ 77,076 The note payable – officer is non-interest bearing and is due on demand, payable to the Secretary of Cool Technologies. The note payable – UPT minority owner is with the 5% owner of UPT. The terms of the note have not been finalized. In October 2014, we entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles. On September 15, 2015, we entered into a convertible debt agreement (the "Convertible Debt") with an unrelated individual, bearing interest at 10%, with principal and interest payable on September 15, 2017. We may borrow up to $250,000 under the Convertible Debt. At the Convertible Debt holder's option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at the lesser of $0.305 per share or 65% of the volume weighted average price during the five consecutive trading days immediately preceding the applicable conversion date. We determined that the conversion feature meets the requirements for derivative treatment and have recorded a Derivative liability and a corresponding debt discount on the condensed consolidated balance sheet. We estimated the fair value of the Derivative liability of $75,650 and $73,326, respectively, on September 15, 2015 and September 30, 2015. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the date of issuance and the revaluation date: September 15, 2015 September 30, 2015 Volatility 112 % 112 % Risk-free interest rate 0.8 % 0.6 % Expected life (years) 2.0 2.0 Dividend yield -- -- Future contractual maturities of debt are as follows: Year ending December 31, 2015 $ 277,340 2016 18,410 2017 94,563 2018 20,788 2019 18,315 $ 429,416	Debt consists of the following: December 31, 2014 2013 Note payable – related party $ 22,910 $ 22,910 Test vehicle financing 94,401 -- 117,311 22,910 Less: current portion 40,235 22,910 $ 77,076 $ -- The note payable – related party is non-interest bearing and is due on demand, payable to the Secretary of HPEV. In October 2014, we entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles. Future contractual maturities of debt are as follows: Year ending December 31, 2015 $ 40,235 2016 18,410 2017 19,563 2018 20,788 2019 18,315 $ 117,311

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 5 - Commitments and Contingencies	On December 12, 2012, we concluded negotiations on a debt settlement agreement by and among the Company, Phoenix Productions and Entertainment Group ("PPEG"), Action Media Group, LLC ("Action Media") and Spirit Bear Limited ("Spirit Bear") (PPEG and Action Media collectively, the "Debt Holders"). The Debt Holders were to return to escrow a total of 4,676,000 shares of our common stock. 3,676,000 of these shares were returned and cancelled on January 14, 2013, following our filing a registration statement with the SEC on January 11, 2013. The remaining 1,000,000 shares will be purchased by the Company or a nominee of the Company at $0.40 per share (or $400,000) at the rate of $10,000 per month commencing within 90 days of the Company achieving $1,000,000 in gross revenues for products or services from business operations. PPEG and Action Media will divide the $400,000 on a pro rata basis, based on each company's respective amount of debt forgiven. The historical cost of the shares held in escrow are reflected in equity on the balance sheets as common stock held in escrow. Effective June 1, 2015, we executed a First Amendment to Settlement Agreement (the "Amendment") with Spirit Bear and the parties identified as the assignees of Spirit Bear who are signatories to the Amendment, which amends certain provisions of our original Settlement Agreement with Spirit Bear. In accordance with the terms of the Amendment, Jay Palmer, Carrie Dwyer and Donica Holt, the Spirit Bear holdover directors, tendered their resignation from the Board of Directors of the Company. Spirit Bear also agreed that it will no longer have any rights to appoint nominees to the Board of Directors. Pursuant to the Amendment, the Company agreed to file a registration statement on Form S-1 covering an aggregate of 14,028,385 shares of common stock, preferred stock and warrants on behalf of Spirit Bear and its assignees no later than July 15, 2015, which was filed with the SEC on July 15, 2015. A representative of Spirit Bear agreed that the obligation to register the shares on a Form S-1 need only include shares of common stock and shares of common stock issuable upon conversion of the Preferred Stock and exercise of the warrants held by Spirit Bear and its assignees. The Company agreed to issue replacement warrants for certain previously-issued warrants, which will be canceled in connection with the replacement issuance. Within 10 business days of June 1, 2015, the parties agreed to dismiss all of the pending litigation between and among them. On August 28, 2015, the parties filed a stipulation to dismiss the direct claims of the Company against Spirit Bear and of Spirit Bear against the Company in the Nevada Lawsuit. By order dated September 1, 2015, and filed September 2, 2015, the court ordered dismissal of all direct claims in the Nevada Lawsuit. Additionally, on February 20, 2015, the Court issued its preliminary approval to the derivative action settlement agreement (the "DASA'), which would lead to the ultimate dismissal of the derivative suit also filed by Spirit Bear in the same action. The Court has scheduled a fairness hearing for November 20, 2015, to consider giving its final approval to the DASA. No shareholder filed any objections to the DASA by April 30, 2015, which was the deadline established by the Court for filing objections. On October 22, 2015, however, Peak Finance, LLC ("Peak Finance") filed a Motion to Intervene in the action seeking, among other things, approval to file a new derivative Complaint in this matter. The Company has opposed this Motion. On August 31, 2015, the Company received notice of a summons in the matter styled Peak Finance, Derivatively on Behalf of Nominal Defendant, HPEV, Inc. v. Hassett, et al., No. 2:15-cv-01590-GMN-CWH, filed in the United States District Court for the District of Nevada (the "Peak Finance Claim"). Plaintiff Peak Finance, LLC ("Peak Finance") alleges that certain members of the Company's Board of Directors and officers caused a misleading proxy statement to issue and breached alleged fiduciary duties from and after June 18, 2013. Peak Finance further alleges that its claim is related to the Spirit Bear Lawsuit described above. The Company has not determined that there is any merit to the allegations, and has decided to submit the claims to an Independent Director Committee consisting of Directors Christopher McKee, Richard J. "Dick" Schul, and Donald Bowman for their review and consideration. Additionally, on September 28, 2015, the Company filed a motion to dismiss the initial Complaint filed by Peak Finance. On October 22, 2015, rather than oppose the motion to dismiss, Peak Finance filed an amended complaint in this case in addition to the Motion to Intervene in the pending Spirit Bear litigation set forth above. On November 9, 2015, the Company filed a new motion to dismiss the first amended complaint filed by Peak Finance on October 22, 2015. No hearing is presently scheduled on this matter. From time to time, we 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.	On December 12, 2012, we concluded negotiations on a debt settlement agreement by and among the Company, Phoenix Productions and Entertainment Group (“PPEG”), Action Media Group, LLC (“Action Media”) and Spirit Bear Limited (“Spirit Bear”) (PPEG and Action Media collectively, the “Debt Holders”). PPEG and Action Media were significant shareholders in our predecessor company and Spirit Bear is a related party through voting rights. The Debt Holders were to return to escrow a total of 4,676,000 shares of our common stock. 3,676,000 of these shares were returned and cancelled on January 14, 2013, following our filing a registration statement with the SEC on January 11, 2013. The remaining 1,000,000 shares will be purchased by the Company or a nominee of the Company at $0.40 per share (or $400,000) at the rate of $10,000 per month commencing within 90 days of the Company achieving $1,000,000 in gross revenues for products or services from business operations. PPEG and Action Media will divide the $400,000 on a pro rata basis, based on each company’s respective amount of debt forgiven. The historical cost of the shares held in escrow are reflected in equity on the balance sheets as common stock held in escrow. We are a party to various legal proceedings with Spirit Bear, which we are defending vigorously. At this time we cannot predict the outcome or estimate the cost to us, if any. Accordingly, we have not recorded any expense or liability associated with these proceedings. If these proceedings are not resolved in our favor, in future periods there may be an impact to our results of operations and financial position. In January 2015, we entered into a comprehensive settlement agreement with Spirit Bear and its affiliates and assignees which, upon the purchase by the Company or its designee of certain specified securities held by Spirit Bear on a date and at an amount specified in the agreement, would permanently resolve, settle, dismiss, and release all actual and potential claims among them (except for breaches under the settlement agreement itself, if any were to arise) without liability therefor. Attached to the January 28, 2014 settlement agreement was a Derivative Action Settlement Agreement related to shareholder derivative claims filed by Spirit Bear. As indicated in the Derivative Action Settlement Agreement, the parties agreed, subject to receiving Court approval, to settle the derivative action filed by Spirit Bear against the Management Directors. The Court has given preliminary approval to the settlement of the derivative lawsuit, approved a Notice to Shareholders, and set April 30, 2015 as the deadline for filing any objections to the derivative suit settlement agreement. From time to time, we may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these matters, and after consideration of amounts accrued, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flow.

Equity

Equity	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 6 - Equity	Common Stock On August 19, 2015, the stockholders voted to increase the number of authorized shares of common stock from 100,000,000 shares to 140,000,000 shares. In the nine months ended September 30, 2015, we received $40,020 for shares of our common stock; however, the shares were not issued as of September 30, 2015, and are included in Common stock issuable within the equity section of the condensed consolidated balance sheet. In February, 2014, we entered into an agreement whereby we may sell up to $10,000,000 of our common stock to Lincoln Park Capital Fund LLC ("Lincoln Park") from time to time, subject to certain limitations, over a 36-month period, under a registration statement with respect to 4,671,785 shares of our common stock, which was declared effective by the SEC on July 3, 2014. The credit facility with Lincoln Park was mutually terminated as of April 23, 2015.	Preferred stock Spirit Bear, a related party, holds all of our 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 apart 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). Common stock In December, 2014, we received $401,130 for 729,328 shares of our common stock; however, the shares were not issued until 2015, and are included in Common stock issuable within the equity section of the consolidated balance sheet. We will also issue 729,328 warrants associated with the sale of these shares, with a weighted-average exercise price of $0.71 per share and a weighted-average life of 3.4 years. In February, 2014, we entered into an agreement whereby we may sell up to $10,000,000 of our common stock to Lincoln Park Capital Fund LLC (“Lincoln Park") from time to time over a 36-month period commencing on the date that a registration statement filed with the Securities and Exchange Commission (“SEC”) is declared effective by the SEC, and a final prospectus is filed. We may direct Lincoln Park to purchase up to 75,000 shares of our common stock in separate transactions not to exceed $500,000 per transaction (“Regular Purchase”). We may request multiple Regular Purchases so long as at least two business days have passed since the most recent regular purchase was completed. The price of the common shares is based on the market price of the common stock during the twelve business days preceding the request, with a floor of $0.25 per common share. If the market price of the common stock is above $0.60 per share, in certain circumstances we may direct Lincoln Park to purchase up to 150,000 shares of our common stock. The number of shares of our common stock sold to Lincoln Park is limited such that at no time will Lincoln Park have beneficial ownership of more than 9.99% of the then outstanding shares of our common stock. As part of entering into that agreement, we issued 671,785 shares of common stock as equity issuance costs for no consideration. To date, there have been no shares of our common stock sold to Lincoln Park due to the litigation with Spirit Bear. We are in discussions with Lincoln Park concerning its ability to perform under the agreement based on the litigation with Spirit Bear. Common stock warrants issued with the sale of our common stock When we sell shares of our common stock the buyer also typically receives 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 our common stock as of December 31, 2014, and changes during the year then ended is presented below: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 12,901,955 $ 0.52 Granted 6,612,810 0.58 Exercised (400,000 ) 0.35 Forfeited or expired (1,084,597 ) 0.35 Outstanding, December 31, 2014 18,030,168 $ 0.56 2.1 $ 457,500 Exercisable, December 31, 2014 18,030,168 $ 0.56 2.1 $ 457,500

Share-based payments

Share-based payments	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 7 - Share-based payments	Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Nine months ended September 30, 2015 2014 Nonemployee common stock $ 571,207 $ 596,750 Nonemployee warrants 55,849 7,240,930 Legal settlement – replacement warrants 1,119,450 -- Employee stock options 981,000 9,944,000 Total share-based expense charged against income $ 2,727,506 $ 17,781,680 Impact on net loss per common share: Basic and diluted $ (0.04 ) $ (0.32 ) Nonemployee common stock UPT management agreement In July, 2014, we entered into an agreement with the company managing the operations of UPT, whereby we would issue common stock under the following conditions: Condition Number of Shares UPT recognizes $100 million of revenue or a change in control 500,000 UPT recognizes $100 million of revenue 150,000 650,000 As of September 30, 2015 and from the date of the agreement, meeting these conditions was not deemed probable, so no expense was recognized under this agreement and no common stock was issued. Investor relations agreement In June, 2014, we entered into an agreement with a company, which subsequently became a shareholder, to provide investor relations services. Under the terms of this agreement we agreed to issue 60,000 shares of common stock each quarter through May 2015, for a total of 240,000 shares. As of September 30, 2015, we have recognized the expense for all of the shares under the agreement. During the nine months ended September 30, 2015, we recorded expense at fair value of $61,200 for 120,000 shares. 60,000 remained unissued as of September 30, 2015, and are included in Common stock issuable within the equity section of the condensed consolidated balance sheet. Financial advisory agreements During the quarter ended June 30, 2015, we entered into separate agreements with three companies, which subsequently became shareholders, to provide financial advisory services, including developing, studying and evaluating a financing plan, strategic and financial alternatives, and merger and acquisition proposals. Under the terms of the agreements, we agreed to issue an aggregate of 333,332 shares of common stock each month through June 2016, as services were delivered, for a total of 5,000,000 shares over the term of the agreements. These agreements may be canceled by either party with a 30 day notice. During the three months ended June 30, 2015, we recorded expense at fair value of $510,007 for the issuance of 1,000,013 shares. If the services are provided and the agreements are not canceled, an additional 3,999,987 shares remain to be issued. During the quarter ended September 30, 2015, however, at management's request no services were provided, and no stock was earned or issued under these agreements. Other During the quarter ended September 30, 2015, we issued no other shares of common stock in exchange for services. Nonemployee common stock warrants -- Fully-vested upon issuance In July 2015, we issued 69,333 fully-vested warrants, with an exercise price of $0.40 per share and a life of 5 years, in exchange for financing advisory services. In June 2015, we issued 25,000 fully-vested warrants, with an exercise price of $0.70 per share and a life of four years, in exchange for financing advisory services. Nonemployee common stock warrants -- Service and performance conditions UPT management agreement In July, 2014, we entered into a three year agreement with the company managing the operations of UPT, whereby we would issue common stock warrants under the following conditions: Number of Vesting Condition Category Warrants Fully vest upon UPT generating $1 million of revenue Performance 350,000 45,945 warrants for every $3 million of revenue generated by UPT up to $100 million Performance 1,530,000 60,000 warrants for every three months of completed service managing UPT Service 720,000 2,600,000 The common stock warrants have a three year life and an exercise price of $1.00 per share. The grant date fair value was $2,586,000. As of September 30, 2015 and since the date of the agreement, we have not deemed it probable that the performance conditions will be met, so no expense was recognized and no common stock warrants vested. During the nine months ended September 30, 2015, 180,000 of the common stock warrants under the service condition vested with the passage of time and we recognized expense of $48,868. Financing advisory services In March, 2014, we entered into an agreement with a company, which is also a shareholder, to provide financing advisory services, in return for 400,000 common stock warrants having a five year life and an exercise price of $2.50, with vesting in March, 2015 upon satisfactory performance under the agreement. As of December 31, 2014, we deemed it probable that the vesting conditions would be met. Accordingly, during the year ended December 31, 2014, we recognized estimated expense of $200,379. As of March 31, 2015, the service conditions were met and the award was re-valued at $179,964, resulting in a reduction in expense of $20,415 during the quarter ended March 31, 2015. Summary The following summarizes of the status of our nonvested common stock warrants with performance and service conditions as of September 30, 2015, and changes during the period then ended: Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2014 2,880,000 $ 0.98 Vested (580,000 ) 0.99 Nonvested, September 30, 2015 2,300,000 $ 0.99 The following summarizes the Black-Scholes assumptions used to estimate the fair value of warrants with performance and service conditions during the nine months ended September 30, 2015: Volatility 112 – 184% Risk-free interest rate 0.9 – 1.4 % Expected life (years) 3.0 – 5.0 Dividend yield -- Legal settlement – Replacement warrants Under the First Amendment to Settlement Agreement (the "Amendment") with Spirit Bear, we agreed to issue replacement warrants for certain previously-issued warrants (see Note 5). The 7,000,000 previously-issued warrants were issued in 2012, had exercise prices ranging from $0.35 to $0.75 per warrant, and expiration dates from April 2015 to April 2017. All of the replacement warrants have an exercise price of $0.25, while 6,000,000 expire in January 2017 and 1,000,000 expire in December 2015. When a replacement equity instrument is issued, expense is recorded if the fair value of the new instruments is greater than the fair value of the original instruments. We recorded expense of $1,119,450 associated with the replacement warrants. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the previously-issued warrants and the replacement warrants: Previously-issued Replacement Volatility 245 – 245% 173% Risk-free interest rate 0.6 – 0.3 % 0.1 – 0.7 % Expected life (years) 2.0 – 4.5 0.6 – 1.8 Dividend yield -- -- Employee stock options – Fully-vested We granted no additional fully-vested options during the nine months ended September 30, 2015. Employee stock options – Market-based We granted no additional options that vest upon the achievement of certain stock prices during the nine months ended September 30, 2015. No additional non-vested market-based options vested during the quarter ended September 30, 2015.	Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Year ended December 31, 2014 2013 Nonemployee common stock $ 631,550 $ 6,500 Nonemployee warrants – fully vested upon issuance 7,204,573 645,424 Nonemployee warrants – service and performance conditions 264,919 -- Employee stock options – fully vested upon grant 7,950,000 -- Employee stock options – market price-based 2,321,000 -- Total share-based expense charged against income $ 18,372,042 $ 651,924 Impact on net loss per common share: Basic and diluted $ (0.32 ) $ (0.01 ) Nonemployee common stock UPT management agreement In July, 2014, we entered into a three year agreement with the company managing the operations of UPT, whereby we would issue common stock under the following conditions: Condition Number of Shares UPT recognizes $100 million of revenue or a change in control 500,000 UPT recognizes $100 million of revenue 150,000 650,000 As of December 31, 2014, meeting these conditions was not deemed probable, so no expense was recognized under this agreement and no common stock was issued. The fair value of these unearned shares of common stock was $338,000 as of December 31, 2014. Investor relations agreement In June, 2014, we entered into an agreement with a company, which subsequently became a shareholder, to provide investor relations services. Under the terms of this agreement we agreed to issue 60,000 shares of common stock each quarter through May 2015, for a total of 240,000 shares. As of December 31, 2014, we have recognized the issuance of 120,000 shares, and recorded expense at fair value of $91,800. The fair value of the 120,000 unearned shares of common stock was $62,400 as of December 31, 2014. Other During the years ended December 31, 2014 and 2013, we issued an additional 445,000 and 25,000 shares of common stock in exchange for services, with a fair value of $539,750 and $6,500, respectively. Nonemployee common stock warrants -- Fully-vested upon issuance We may issue 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 upon issuance: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 2,203,374 $ 0.38 Granted 7,266,666 0.74 Exercised (781,805 ) 0.31 Forfeited or expired (200,000 ) 0.31 Outstanding, December 31, 2014 8,488,235 $ 0.69 3.2 $ 145,184 Exercisable, December 31, 2014 8,488,235 $ 0.69 3.2 $ 145,184 The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested common stock warrants were as follows: Year ended December 31, 2014 2013 Volatility 208 – 330 % 188 – 382 % Risk-free interest rate 0.6 -- 1.7 0.2 – 1.8 % Expected life (years) 2.5 -- 5.0 2.5 – 5.0 Dividend yield -- The weighted-average grant date fair value of fully-vested common stock warrants granted during the years ended December 31, 2014 and 2013, was $7,204,573 and $645,424, respectively. The total intrinsic value of fully-vested common stock warrants exercised during the years ended December 31, 2014 and 2013, was $1,059,248 and $20,500, respectively. Nonemployee common stock warrants -- Service and performance conditions The following summarizes the terms for warrants we granted that are subject to performance and service conditions. UPT management agreement In July, 2014, we entered into a three year agreement with the company managing the operations of UPT, whereby we would issue common stock warrants under the following conditions: Number of Vesting Condition Category Warrants Fully vest upon UPT generating $1 million of revenue Performance 350,000 45,945 warrants for every $3 million of revenue generated by UPT up to $100 million Performance 1,530,000 60,000 warrants for every three months of completed service managing UPT Service 720,000 2,600,000 The common stock warrants have a three year life and an exercise price of $1.00 per share. The grant date fair value was $2,586,000. As of December 31, 2014, we did not estimate meeting the performance conditions as probable, so no expense was recognized and no common stock warrants vested. During the year ended December 31, 2014, 120,000 of the common stock warrants under the service condition vested with the passage of time and we recognized expense of $64,540. As of December 31, 2014, the fair value of the unvested common stock warrants, which is also the estimated unrecognized expense, was $1,165,000. We cannot estimate the period over which the expense for the performance awards will be recognized, if at all. The remaining service award expense will be recognized over a period of 2.5 years. Financing advisory services In March, 2014, we entered into an agreement with a company, which is also a shareholder, to provide financing advisory services, in return for 400,000 common stock warrants having a five year life and an exercise price of $2.50, with vesting in March, 2015 upon satisfactory performance under the agreement. As of December 31, 2014, we deemed it probable that the vesting conditions will be met. Accordingly, during the year ended December 31, 2014, we recognized expense of $200,379. The grant date fair value of these warrants was $352,000. Summary The following summarizes the activity for warrants that have performance and service conditions: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 -- Granted 3,000,000 $ 1.20 Outstanding, December 31, 2014 3,000,000 $ 1.20 2.7 $ -- Exercisable, December 31, 2014 120,000 $ 1.00 2.5 $ -- The following summarizes of the status of our nonvested common stock warrants with performance and service conditions as of December 31, 2014, and changes during the year then ended: Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2013 -- Granted 3,000,000 $ 0.98 Vested (120,000 ) 0.99 Nonvested, December 31, 2014 2,880,000 $ 0.98 The following summarizes the Black-Scholes assumptions used to estimate the fair value of warrants with performance and service conditions: Year ended December 31, 2014 2013 Volatility 208 -- 322 -- Risk-free interest rate 1.1 -- 1.7 -- Expected life (years) 3.0 – 5.0 -- Dividend yield -- -- Employee stock options – Fully-vested upon grant We granted stock options to certain members of management that were fully-vested at the date of grant. The following is a summary of fully-vested stock option activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2013 -- Stock options granted 5,000,000 $ 2.00 No expiration Outstanding, December 31, 2014 5,000,000 $ 2.00 No expiration $ -- Exercisable, December 31, 2014 5,000,000 $ 2.00 No expiration $ -- The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested stock option grants: Year ended December 31, 2014 2013 Volatility 325% -- Risk-free interest rate 2.7% -- Expected stock option life (years) 10 -- Dividend yield -- -- We recognized expense at a fair value of $7,950,000 in the year ended December 31, 2014, for fully-vested stock option grants. There were no grants in 2013. Employee stock options – Market price-based grants We granted stock options to a member of management that vest upon the achievement of certain stock prices for 20 days, as follows: Market Price Number of Options $ 1.50 1,000,000 1.75 1,000,000 2.00 1,000,000 2.25 1,000,000 2.50 1,000,000 5,000,000 The following is a summary of market price-based stock option activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2012 5,000,000 $ 2.00 $ -- Granted -- Outstanding, December 31, 2013 5,000,000 Granted -- No expiration Outstanding, December 31, 2014 5,000,000 2.00 No expiration $ -- Exercisable, December 31, 2014 1,000,000 1.50 No expiration $ -- A following summarizes of the status of our nonvested market price-based stock options as of December 31, 2014, and changes during the year then ended: Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2013 5,000,000 $ 1.58 Vested (1,000,000 ) 1.58 Nonvested, December 31, 2014 4,000,000 $ 1.58 The following summarizes the lattice-based assumptions used to estimate the fair value of market price-based stock options: Year ended December 31, 2014 2013 Volatility 300% -- Risk-free interest rate 1.7% -- Expected stock option life (years) 5.0 -- Dividend yield -- -- As of December 31, 2014, there was $5,562,000 of total unrecognized cost related to nonvested market price-based stock options, which will be recognized over 4.5 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 8 - Income Taxes	When it is more likely than not that a tax asset cannot be realized through future taxable income, we must establish a valuation allowance against this future tax benefit. We provided a full valuation allowance on our net deferred tax asset, consisting of net operating loss carryforwards, because management has determined we have no objectively verifiable evidence to support realization of the deferred tax assets during the carryforward periods. As of December 31, 2014 and 2013, we had net operating loss carryforwards of $8,522,831 and $3,502,611, respectively, expiring beginning in 2031. The components of our deferred tax asset are as follows: December 31, 2014 2013 Net operating loss carryforwards $ 3,034,310 $ 1,215,458 Valuation allowance (3,034,310 ) (1,215,458 ) Deferred tax asset $ -- $ -- A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Year ended December 31, 2014 2013 Tax at statutory rate (35%) $ 1,818,852 $ 706,472 Increase in valuation allowance (1,818,852 ) (706,472 ) Income tax benefit $ -- $ -- We had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. We have not accrued any interest or penalties associated with income taxes. We file income tax returns in the United States federal jurisdiction. With few exceptions, we are no longer subject to U.S. federal, state or non-U.S. income tax examination by tax authorities on tax returns filed before January 31, 2008. No tax returns are currently under examination by any tax authorities.

Net Loss per Share

Net Loss per Share	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 9 - Net Loss per Share	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, 2015 2014 2015 2014 Net loss available for stockholders $ (977,343 ) $ (2,696,097 ) $ (5,205,783 ) $ (21,578,404 ) Weighted average outstanding shares of common stock 66,089,776 59,636,423 63,938,744 55,190,022 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 66,089,776 59,636,423 63,938,744 55,190,022 Net loss per share – Basic and diluted $ (0.01 ) $ (0.05 ) $ (0.08 ) $ (0.39 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. Management has agreed to not exercise their stock options until the number of authorized shares has been increased.	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: Year ended December 31, 2014 2013 Net loss available for stockholders $ (23,562,979 ) $ (3,037,594 ) Weighted average outstanding shares of common stock 56,742,881 45,327,116 Dilutive effect of stock options and warrants -- -- Common stock and equivalents 56,742,881 45,327,116 Net loss per share – Basic and diluted $ (0.42 ) $ (0.07 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: December 31, 2014 2013 Stock options 10,000,000 5,000,000 Common stock warrants 29,518,403 15,105,329 Common stock issuable 729,328 -- Common stock issuable - warrants 729,328 -- Total 40,977,059 20,105,329 Total exercisable at December 31 34,097,059 15,105,329

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Note 10 - Subsequent Events	On October 9, 2015, we entered into two promissory notes with unrelated individuals, with principal and interest payable of $400,000 on March 31, 2016. We received cash of $350,000, with the $50,000 representing an original issue discount, or interest.	In January 2015, we received a $250,000 advance from the 5% owner of UPT.

Description of Business and S17

Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Description Of Business And Summary Of Significant Accounting Policies Policies
Description of Business	Cool Technologies, Inc. and subsidiary, (we, us, our, the "Company" or "Cool Technologies") was incorporated in the State of Nevada in July 2002. In April 2014, we formed Ultimate Power Truck, LLC ("Ultimate Power Truck" or "UPT"), of which we own 95% and a shareholder of Cool Technologies owns 5%. We were formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV Inc. On August 20, 2015, we changed our name to Cool Technologies, Inc. We have developed and intend to commercialize thermal dispersion technologies in various product platforms and a parallel power input gearbox, around which we have designed a mobile generator system that can be retrofit onto new and existing trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently have two trademarks: HPEV and TEHPC. We believe that our proprietary technologies, including our 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. The markets for products utilizing our technology include consumer, industrial and military markets, both in the U.S. and worldwide. Our technologies are divided into two distinct but complementary categories: heat dispersion technology and mobile electric power. As of September 30, 2015, we have five patents and seven patent applications pending in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as "thermal" or "heat dispersion technology") and a parallel power vehicle platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; and by licensing or selling a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners.
Basis of Presentation	The accompanying condensed consolidated balance sheet as of December 31, 2014, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited 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 ownership of our subsidiary, UPT. 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 our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.
Going Concern	The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $37,626,928 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. As of the filing date of this Quarterly Report on Form 10-Q, management is negotiating additional funding arrangements to support completion of the initial phases of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications; and to license and sell mobile generation retrofit kits (our Ultimate Power Truck business) driven by our proprietary gearing system. There can be no assurance, however, that we will be successful in raising additional financing and accomplishing these objectives.
Accounting Policy	Derivative financial instruments -- If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the derivative liability using the Black-Scholes Option Pricing Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the condensed consolidated statement of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheet as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.
Cash and cash equivalents		Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase.
Intangible assets		Our intangible assets consist of patents on our technology, recorded at cost. Cost is based on third party expenditures for patent applications. We will begin amortizing our intangibles over their estimated remaining useful life when we begin revenue-producing activities. We will determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.
Equipment		Equipment consists of vehicles we use for testing and demonstrating our technology to potential customers. Depreciation is recorded using the straight-line method over five years, the estimated useful life.
Impairment of long-lived assets		When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use.
Accrued liabilities - related party		These represents amount due to management and their affiliates for services performed.
Research and development costs		Internal costs related to research and development efforts on existing or potential products are expensed as incurred. External costs incurred for intangible assets, such as attorney fees for patents, are capitalized.
Share-based payments		All of our share-based awards are classified as equity. We do not have any liability classified share-based awards. Each warrant or stock option is exercisable for one share of our common stock. Nonemployees – Employees Modification of share-based payment awards Sale of common stock with warrants Nonemployee stock option Cashless exercise
Income Taxes		We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2014 and 2013, determined that there were no material uncertain tax positions. UPT is a limited liability company (“LLC”), which is treated as a partnership for income tax purposes, where all tax obligations flow through to the owners of the LLC during the period in which income taxes were incurred.
Fair Value of Financial Instruments		Our financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.
Reportable segments		We have identified our operating segments, our chief operating decision maker (“CODM”), and the discrete financial information reviewed by the CODM. After evaluating this information, we have determined that we have one reportable segment.
Recently Issued Accounting Pronouncements	We have evaluated the other recent accounting pronouncements through ASU 2015-16 and believe that none of them will have a material effect on our financial statements.	In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, We have evaluated the other recent accounting pronouncements through ASU 2015-02 and believe that none of them will have a material effect on our financial statements.

Equipment (Tables)

Equipment (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Equipment Tables
Equipment	September 30, December 31, 2015 2014 Test vehicles $ 124,687 $ 124,687 Other 5,000 -- 129,687 124,687 Less: accumulated depreciation (25,603 ) (6,234 ) $ 104,084 $ 118,453	Equipment consists of the following: December 31, 2014 2013 Test vehicles $ 124,687 $ -- Less: accumulated depreciation (6,234 ) -- $ 118,453 $ --

Debt (Tables)

Debt (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Debt Tables
Summary of Debt	September 30, December 31, 2015 2014 Note payable – officer $ 22,910 $ 22,910 Note payable – UPT minority owner 250,000 -- Test vehicle financing 81,506 94,401 Convertible debt 75,000 -- 429,416 117,311 Debt discount (73,461 ) -- 355,955 117,311 Less: current portion 292,581 40,235 Long-term portion $ 63,374 $ 77,076	Debt consists of the following: December 31, 2014 2013 Note payable – related party $ 22,910 $ 22,910 Test vehicle financing 94,401 -- 117,311 22,910 Less: current portion 40,235 22,910 $ 77,076 $ --
Fair value of the derivative liability	September 15, 2015 September 30, 2015 Volatility 112 % 112 % Risk-free interest rate 0.8 % 0.6 % Expected life (years) 2.0 2.0 Dividend yield -- --
Future contractual maturities of debt	Year ending December 31, 2015 $ 277,340 2016 18,410 2017 94,563 2018 20,788 2019 18,315 $ 429,416	Future contractual maturities of debt are as follows: Year ending December 31, 2015 $ 40,235 2016 18,410 2017 19,563 2018 20,788 2019 18,315 $ 117,311

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 2014
Equity Tables
A summary of common stock warrants issued	A summary of common stock warrants issued with the sale of our common stock as of December 31, 2014, and changes during the year then ended is presented below: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 12,901,955 $ 0.52 Granted 6,612,810 0.58 Exercised (400,000 ) 0.35 Forfeited or expired (1,084,597 ) 0.35 Outstanding, December 31, 2014 18,030,168 $ 0.56 2.1 $ 457,500 Exercisable, December 31, 2014 18,030,168 $ 0.56 2.1 $ 457,500

Share-based payments (Tables)

Share-based payments (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Financial statements related to equity-based payments	Nine months ended September 30, 2015 2014 Nonemployee common stock $ 571,207 $ 596,750 Nonemployee warrants 55,849 7,240,930 Legal settlement – replacement warrants 1,119,450 -- Employee stock options 981,000 9,944,000 Total share-based expense charged against income $ 2,727,506 $ 17,781,680 Impact on net loss per common share: Basic and diluted $ (0.04 ) $ (0.32 )	Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Year ended December 31, 2014 2013 Nonemployee common stock $ 631,550 $ 6,500 Nonemployee warrants – fully vested upon issuance 7,204,573 645,424 Nonemployee warrants – service and performance conditions 264,919 -- Employee stock options – fully vested upon grant 7,950,000 -- Employee stock options – market price-based 2,321,000 -- Total share-based expense charged against income $ 18,372,042 $ 651,924 Impact on net loss per common share: Basic and diluted $ (0.32 ) $ (0.01 )
Common stock conditions		I n July, 2014, we entered into a three year agreement with the company managing the operations of UPT, whereby we would issue common stock under the following conditions: Condition Number of Shares UPT recognizes $100 million of revenue or a change in control 500,000 UPT recognizes $100 million of revenue 150,000 650,000
Common stock warrants performance and service conditions:	Number of Vesting Condition Category Warrants Fully vest upon UPT generating $1 million of revenue Performance 350,000 45,945 warrants for every $3 million of revenue generated by UPT up to $100 million Performance 1,530,000 60,000 warrants for every three months of completed service managing UPT Service 720,000 2,600,000
Nonvested stock options and warrant activity	Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2014 2,880,000 $ 0.98 Vested (580,000 ) 0.99 Nonvested, September 30, 2015 2,300,000 $ 0.99
Fair value of each option award	Volatility 112 – 184% Risk-free interest rate 0.9 – 1.4 % Expected life (years) 3.0 – 5.0 Dividend yield --
Fair value of the previously-issued warrants and the replacement warrants	Previously-issued Replacement Volatility 245 – 245% 173% Risk-free interest rate 0.6 – 0.3 % 0.1 – 0.7 % Expected life (years) 2.0 – 4.5 0.6 – 1.8 Dividend yield -- --
Nonemployee Common stock warrants - Service and performance conditions [Member]
Financial statements related to equity-based payments	Condition Number of Shares UPT recognizes $100 million of revenue or a change in control 500,000 UPT recognizes $100 million of revenue 150,000 650,000
Common stock warrants performance and service conditions:		I n July, 2014, we entered into a three year agreement with the company managing the operations of UPT, whereby we would issue common stock warrants under the following conditions: Number of Vesting Condition Category Warrants Fully vest upon UPT generating $1 million of revenue Performance 350,000 45,945 warrants for every $3 million of revenue generated by UPT up to $100 million Performance 1,530,000 60,000 warrants for every three months of completed service managing UPT Service 720,000 2,600,000
Stock option and warrants activity		The following summarizes the activity for warrants that have performance and service conditions: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 -- Granted 3,000,000 $ 1.20 Outstanding, December 31, 2014 3,000,000 $ 1.20 2.7 $ -- Exercisable, December 31, 2014 120,000 $ 1.00 2.5 $ --
Nonvested stock options and warrant activity		The following summarizes of the status of our nonvested common stock warrants with performance and service conditions as of December 31, 2014, and changes during the year then ended: Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2013 -- Granted 3,000,000 $ 0.98 Vested (120,000 ) 0.99 Nonvested, December 31, 2014 2,880,000 $ 0.98
Fair value of each option award		The following summarizes the Black-Scholes assumptions used to estimate the fair value of warrants with performance and service conditions: Year ended December 31, 2014 2013 Volatility 208 -- 322 % -- Risk-free interest rate 1.1 -- 1.7 % -- Expected life (years) 3.0 – 5.0 -- Dividend yield -- --
Nonemployee Common stock warrants - Fully-vested [Member]
Stock option and warrants activity		T he following summarizes the activity for common stock warrants that were fully-vested upon issuance: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 2,203,374 $ 0.38 Granted 7,266,666 0.74 Exercised (781,805 ) 0.31 Forfeited or expired (200,000 ) 0.31 Outstanding, December 31, 2014 8,488,235 $ 0.69 3.2 $ 145,184 Exercisable, December 31, 2014 8,488,235 $ 0.69 3.2 $ 145,184
Fair value of each option award		he following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested common stock warrants were as follows: Year ended December 31, 2014 2013 Volatility 208 – 330 % 188 – 382 % Risk-free interest rate 0.6 -- 1.7 0.2 – 1.8 % Expected life (years) 2.5 -- 5.0 2.5 – 5.0 Dividend yield --
Employee stock options - Fully-vested [Member]
Stock option and warrants activity		The following is a summary of fully-vested stock option activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2013 -- Stock options granted 5,000,000 $ 2.00 No expiration Outstanding, December 31, 2014 5,000,000 $ 2.00 No expiration $ -- Exercisable, December 31, 2014 5,000,000 $ 2.00 No expiration $ --
Fair value of each option award		The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested stock option grants: Year ended December 31, 2014 2013 Volatility 325% -- Risk-free interest rate 2.7% -- Expected stock option life (years) 10 -- Dividend yield -- --
Employee stock options - Market-based [Member]
Stock option and warrants activity		The following is a summary of market price-based stock option activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2012 5,000,000 $ 2.00 $ -- Granted -- Outstanding, December 31, 2013 5,000,000 Granted -- No expiration Outstanding, December 31, 2014 5,000,000 2.00 No expiration $ -- Exercisable, December 31, 2014 1,000,000 1.50 No expiration $ --
Nonvested stock options and warrant activity		A following summarizes of the status of our nonvested market price-based stock options as of December 31, 2014, and changes during the year then ended: Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2013 5,000,000 $ 1.58 Vested (1,000,000 ) 1.58 Nonvested, December 31, 2014 4,000,000 $ 1.58
Fair value of each option award		The following summarizes the lattice-based assumptions used to estimate the fair value of market price-based stock options: Year ended December 31, 2014 2013 Volatility 300% -- Risk-free interest rate 1.7% -- Expected stock option life (years) 5.0 -- Dividend yield -- --
Employee stock options - Market-based		We granted stock options to a member of management that vest upon the achievement of certain stock prices for 20 days, as follows: Market Price Number of Options $ 1.50 1,000,000 1.75 1,000,000 2.00 1,000,000 2.25 1,000,000 2.50 1,000,000 5,000,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2014
Income Taxes Tables
Schedule of deferred tax asset	The components of our deferred tax asset are as follows: December 31, 2014 2013 Net operating loss carryforwards $ 3,034,310 $ 1,215,458 Valuation allowance (3,034,310 ) (1,215,458 ) Deferred tax asset $ -- $ --
Schedule of reconciliation of income taxes	A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Year ended December 31, 2014 2013 Tax at statutory rate (35%) $ 1,818,852 $ 706,472 Increase in valuation allowance (1,818,852 ) (706,472 ) Income tax benefit $ -- $ --

Net Loss per Share (Tables)

Net Loss per Share (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Net Loss Per Share Tables
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, 2015 2014 2015 2014 Net loss available for stockholders $ (977,343 ) $ (2,696,097 ) $ (5,205,783 ) $ (21,578,404 ) Weighted average outstanding shares of common stock 66,089,776 59,636,423 63,938,744 55,190,022 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 66,089,776 59,636,423 63,938,744 55,190,022 Net loss per share – Basic and diluted $ (0.01 ) $ (0.05 ) $ (0.08 ) $ (0.39 )	The following table presents a reconciliation of the denominators used in the computation of net loss per share – basic and diluted: Year ended December 31, 2014 2013 Net loss available for stockholders $ (23,562,979 ) $ (3,037,594 ) Weighted average outstanding shares of common stock 56,742,881 45,327,116 Dilutive effect of stock options and warrants -- -- Common stock and equivalents 56,742,881 45,327,116 Net loss per share – Basic and diluted $ (0.42 ) $ (0.07 )
Summarizes equity instruments		The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: December 31, 2014 2013 Stock options 10,000,000 5,000,000 Common stock warrants 29,518,403 15,105,329 Common stock issuable 729,328 -- Common stock issuable - warrants 729,328 -- Total 40,977,059 20,105,329 Total exercisable at December 31 34,097,059 15,105,329

2. Equipment (Details)

2. Equipment (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Equipment Details
Test vehicles	$ 124,687	$ 124,687
Other	5,000
Total	129,687	$ 124,687
Less: accumulated depreciation	(25,603)	(6,234)
Equipment, net	$ 104,084	$ 118,453

2. Equipment (Details Narrative

2. Equipment (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Depreciation expense	$ 19,369	$ 0	$ 6,234

4. Debt (Details)

4. Debt (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Details
Note payable - officer	$ 22,910	$ 22,910	$ 22,910
Note payable - UPT minority owner	250,000
Test vehicle financing	81,506	$ 94,401
Convertible debt	75,000
Total	429,416	$ 117,311
Debt discount	(73,461)
Total	355,955	$ 117,311	$ 22,910
Less: current portion	292,581	40,235	$ 22,910
Long-term portion	$ 63,374	$ 77,076

Debt (Details 1)

Debt (Details 1)	1 Months Ended	9 Months Ended
	Sep. 15, 2015	Sep. 30, 2015
Debt Details 1
Volatility	112.00%	112.00%
Risk-free interest rate	0.80%	0.60%
Expected life (years)	2 years	2 years
Dividend yield

4. Debt (Details 2)

4. Debt (Details 2) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Debt Details 2
2,015	$ 277,340	$ 40,235
2,016	18,410	18,410
2,017	94,563	19,563
2,018	20,788	20,788
2,019	18,315	18,315
Total	$ 429,416	$ 117,311

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Sep. 15, 2015	Sep. 30, 2015
Debt Details Narrative
Fair value of the Derivative liability	$ 75,650	$ 73,326

6. Equity (Details)

6. Equity (Details) - Warrants [Member]	12 Months Ended
	Dec. 31, 2014USD ($)$ / sharesshares
Number of Warrants
Outstanding, Beginning | shares	12,901,955
Granted | shares	6,612,810
Exercised | shares	(400,000)
Forfeited or expired | shares	(1,084,597)
Outstanding, Ending | shares	18,030,168
Exercisable, Ending | shares	18,030,168
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.52
Granted | $ / shares	0.58
Exercised | $ / shares	0.35
Forfeited or expired | $ / shares	0.35
Outstanding, Ending | $ / shares	0.56
Exercisable, Ending | $ / shares	$ 0.56
Weighted-average Remaining Life (Years)
Outstanding	2 years 1 month 6 days
Exercisable	2 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding, Ending | $	$ 457,500
Exercisable, Ending | $	$ 457,500

6. Equity (Details Narrative)

6. Equity (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)
Equity Details Narrative
Common stock received, amount	$ 40,020

7. Share-based payments (Detail

7. Share-based payments (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Share-based Payments Details
Nonemployee common stock			$ 571,207	$ 596,750	$ 631,550	$ 6,500
Nonemployee warrants - fully vested upon issuance			55,849	$ 7,240,930	7,204,573	$ 645,424
Nonemployee warrants - service and performance conditions					264,919
Legal settlement - replacement warrants			1,119,450
Employee stock options - fully vested upon grant			981,000	$ 9,944,000	7,950,000
Employee stock options - market price-based					2,321,000
Total share-based expense charged against income			$ 2,727,506	$ 17,781,680	$ 18,372,042	$ 651,924
Impact on net loss per common share: Basic and diluted			$ (0.04)	$ (0.32)	$ (0.32)	$ (0.01)

7. Share-based payments (Deta33

7. Share-based payments (Details 1) - shares	Sep. 30, 2015	Dec. 31, 2014
Common stock shares issued	650,000	650,000
Condition One [Member]
Common stock shares issued	500,000	500,000
Condition Two [Member]
Common stock shares issued	150,000	150,000

7. Share-based payments (Deta34

7. Share-based payments (Details 2) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Common stock warrants issued	2,600,000	2,600,000
Vesting Condition One [Member]
Common stock warrants issued	350,000	350,000
Category	Performance	Performance
Vesting Condition Two [Member]
Common stock warrants issued	1,530,000	1,530,000
Category	Performance	Performance
Vesting Condition Three [Member]
Common stock warrants issued	720,000	720,000
Category	Service	Service

7. Share-based payments (Deta35

7. Share-based payments (Details 3) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Number of Warrants
Granted		7,204,573	645,424
Nonemployee Common stock warrants - Service and performance conditions [Member]
Number of Warrants
Nonvested, Beginning	2,880,000
Granted		3,000,000
Vested	(580,000)	(120,000)
Nonvested, Ending	2,300,000	2,880,000
Weighted-average Grant Date Fair Value
Nonvested, Beginning	$ 0.98
Granted		$ 0.98
Vested	0.99	0.99
Nonvested, Ending	$ 0.99	$ 0.98

7. Share-based payments (Deta36

7. Share-based payments (Details 4) - Nonemployee Common stock warrants - Service and performance conditions [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Volatility
Risk-free interest rate
Dividend yield	0.00%
Minimum [Member]
Volatility	112.00%	208.00%
Risk-free interest rate	0.90%	1.10%
Expected life (years)	3 years	3 years
Dividend yield
Maximum [Member]
Volatility	184.00%	322.00%
Risk-free interest rate	1.40%	1.70%
Expected life (years)	5 years	5 years
Dividend yield

7. Share-based payments (Deta37

7. Share-based payments (Details 5)	9 Months Ended
	Sep. 30, 2015
Previously Issued [Member]
Dividend yield	0.00%
Previously Issued [Member] | Minimum [Member]
Volatility	245.00%
Risk-free interest rate	0.60%
Expected life (years)	2 years
Previously Issued [Member] | Maximum [Member]
Volatility	245.00%
Risk-free interest rate	0.30%
Expected life (years)	4 years 6 months
Replacement [Member]
Volatility	173.00%
Dividend yield	0.00%
Replacement [Member] | Minimum [Member]
Risk-free interest rate	0.10%
Expected life (years)	7 months 6 days
Replacement [Member] | Maximum [Member]
Risk-free interest rate	0.70%
Expected life (years)	1 year 9 months 18 days

7. Share-based payments (Deta38

7. Share-based payments (Details 6) - Nonemployee Common stock warrants - Fully-vested [Member]	12 Months Ended
	Dec. 31, 2014USD ($)$ / sharesshares
Number of Warrants
Outstanding, Beginning | shares	2,203,374
Granted | shares	7,266,666
Exercised | shares	(781,805)
Forfeited or expired | shares	(200,000)
Outstanding, Ending | shares	8,488,235
Exercisable, Ending | shares	8,488,235
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.38
Granted | $ / shares	0.74
Exercised | $ / shares	0.31
Forfeited or expired | $ / shares	0.31
Outstanding, Ending | $ / shares	0.69
Exercisable, Ending | $ / shares	$ 0.69
Weighted-average Remaining Life (Years)
Outstanding	3 years 2 months 12 days
Exercisable	3 years 2 months 12 days
Aggregate Intrinsic Value
Outstanding, Beginning | $
Granted | $
Exercised | $
Forfeited or expired | $
Outstanding, Ending | $	$ 145,184
Exercisable, Ending | $	$ 145,184

7. Share-based payments (Deta39

7. Share-based payments (Details 7) - Nonemployee common stock warrants - Fully-vested [Member] - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Minimum [Member]
Volatility	208.00%	188.00%
Risk-free interest rate	0.60%	0.20%
Expected life (years)	2 years 6 months	2 years 6 months
Dividend yield
Maximum [Member]
Volatility	330.00%	382.00%
Risk-free interest rate	1.70%	1.80%
Expected life (years)	5 years	5 years
Dividend yield

7. Share-based payments (Deta40

7. Share-based payments (Details 8) - Nonemployee Common stock warrants - Service and performance conditions [Member]	12 Months Ended
	Dec. 31, 2014USD ($)$ / sharesshares
Number of Warrants
Outstanding, Beginning | shares
Granted | shares	3,000,000
Outstanding, Ending | shares	3,000,000
Exercisable, Ending | shares	120,000
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares
Granted | $ / shares	$ 1.20
Outstanding, Ending | $ / shares	1.20
Exercisable, Ending | $ / shares	$ 1
Weighted-average Remaining Life (Years)
Outstanding	2 years 8 months 12 days
Exercisable	2 years 8 months 12 days
Aggregate Intrinsic Value
Outstanding, Beginning | $
Granted | $
Outstanding, Ending | $
Exercisable, Ending | $

7. Share-based payments (Deta41

7. Share-based payments (Details 9) - Employee stock options Fully-vested [Member]	12 Months Ended
	Dec. 31, 2014USD ($)$ / sharesshares
Number of Shares
Outstanding, Beginning | shares
Granted | shares	5,000,000
Outstanding, Ending | shares	5,000,000
Exercisable, Ending | shares	5,000,000
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares
Granted | $ / shares	$ 2
Outstanding, Ending | $ / shares	2
Exercisable, Ending | $ / shares	$ 2
Aggregate Intrinsic Value
Outstanding, Beginning | $
Granted | $
Outstanding, Ending | $
Exercisable, Ending | $

7. Share-based payments (Deta42

7. Share-based payments (Details 10) - Employee stock options Fully-vested [Member] - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Volatility	325.00%
Risk-free interest rate	2.70%
Expected life (years)	10 years
Dividend yield

7. Share-based payments (Deta43

7. Share-based payments (Details 11) - Employee stock options Market price-based [Member]	12 Months Ended
	Dec. 31, 2014$ / sharesshares
Number of Options	5,000,000
1.50 [Member]
Market Price | $ / shares	$ 1.50
Number of Options	1,000,000
1.75 [Member]
Market Price | $ / shares	$ 1.75
Number of Options	1,000,000
2.00 [Member]
Market Price | $ / shares	$ 2
Number of Options	1,000,000
2.25 [Member]
Market Price | $ / shares	$ 2.25
Number of Options	1,000,000
2.50 [Member]
Market Price | $ / shares	$ 2.50
Number of Options	1,000,000

7. Share-based payments (Deta44

7. Share-based payments (Details 12) - Employee stock options Market price-based [Member] - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Number of Shares
Outstanding, Beginning	5,000,000	5,000,000
Granted
Outstanding, Ending	5,000,000	5,000,000
Exercisable, Ending	1,000,000
Weighted Average Exercise Price
Outstanding, Beginning		$ 2
Granted
Outstanding, Ending	$ 2
Exercisable, Ending	$ 1.50
Aggregate Intrinsic Value
Outstanding, Beginning
Granted
Outstanding, Ending
Exercisable, Ending

7. Share-based payments (Deta45

7. Share-based payments (Details 13) - Employee stock options Market price-based [Member]	12 Months Ended
	Dec. 31, 2014$ / sharesshares
Number of Warrants
Nonvested, Beginning | shares	5,000,000
Vested | shares	(1,000,000)
Nonvested, Ending | shares	4,000,000
Weighted-average Grant Date Fair Value
Nonvested, Beginning | $ / shares	$ 1.58
Vested | $ / shares	1.58
Nonvested, Ending | $ / shares	$ 1.58

7. Share-based payments (Deta46

7. Share-based payments (Details 14) - Employee stock options Market price-based [Member] - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Volatility	300.00%
Risk-free interest rate	1.70%
Expected life (years)	5 years
Dividend yield

7. Share-based payments (Deta47

7. Share-based payments (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Common Stock issued for services, Value	$ 571,207	$ 596,750	$ 631,550	$ 373,679
Fully-vested common stock warrants granted			7,204,573	645,424
Intrinsic value of fully-vested common stock warrants			$ 1,059,248	$ 20,500
Common stock warrants under the service condition vested	180,000		120,000
Recognized expense	$ 48,868		$ 64,540
Unrecognized expense			1,165,000
Investor relations agreement [Member]
Fair value of unearned shares of common stock			$ 62,400
Issuance of common stock	120,000		120,000
Recorded expense	$ 61,200		$ 91,800
Unearned shares of common stock			120,000
UPT management agreement [Member]
Fair value of unearned shares of common stock			$ 338,000
Financing advisory services [Member]
Recognized expense			200,379
Fair value of warrants			352,000
Employee stock options Fully-vested [Member]
Recognized expense			7,950,000
Employee stock options Market price-based [Member]
Unrecognized expense			$ 5,562,000
Nonemployee Common stock [Member]
Common Stock issued for services, Shares			445,000	25,000
Common Stock issued for services, Value			$ 539,750	$ 6,500

8. Income Taxes (Details)

8. Income Taxes (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details
Net operating loss carry forward	$ 3,034,310	$ 1,215,458
Valuation allowance	$ (3,034,310)	$ (1,215,458)
Deferred tax asset

8. Income Taxes (Details 1)

8. Income Taxes (Details 1) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details 1
Tax at statutory rate (35%)	$ 1,818,852	$ 706,472
Increase in valuation allowance	$ (1,818,852)	$ (706,472)
Net deferred tax asset

8. Income Taxes (Details Narrat

8. Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details Narrative
Net loss carry forwards	$ 8,522,831	$ 3,502,611
Expiry year	2,031

9. Net Loss per Share (Details)

9. Net Loss per Share (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Net Loss Per Share Details
Net loss available for stockholders	$ (977,343)	$ (2,696,097)	$ (5,205,783)	$ (21,578,404)	$ (23,562,979)	$ (3,037,594)
Weighted average outstanding shares of common stock	66,089,776	59,636,423	63,938,744	55,190,022	56,742,881	45,327,116
Dilutive effect of stock options and warrants
-	66,089,776	59,636,423	63,938,744	55,190,022	56,742,881	45,327,116
Net loss per share - Basic and diluted	$ (0.01)	$ (0.05)	$ (0.08)	$ (0.39)	$ (0.42)	$ (0.07)

9. Net Loss per Share (Details

9. Net Loss per Share (Details 1) - shares	Dec. 31, 2014	Dec. 31, 2013
Net Loss Per Share Details
Stock options	10,000,000	5,000,000
Common stock warrants	29,518,403	15,105,329
Common stock issuable	729,328
Common stock issuable - warrants	729,328
Total	40,977,059	20,105,329
Total exercisable at December 31	34,097,059	15,105,329