Cool (WARM) 10-K 29 May 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	May 18, 2020	Jun. 28, 2019
Document And Entity Information
Entity Registrant Name	COOL TECHNOLOGIES, INC.
Entity Central Index Key	0001399352
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Common Stock Shares Outstanding		395,929,942
Entity Public Float			$ 13,861,961
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Cash	$ 15,306	$ 24,435
Inventory	149,744	54,474
Prepaid expenses	5,000	12,000
Total current assets	170,050	90,909
Intangibles	213,192	205,974
Equipment, net	76,280	64,446
Total assets	459,522	361,329
Current liabilities:
Accounts payable	1,931,543	1,288,175
Accrued liabilities - related party	913,948	743,868
Customer deposits - related party	400,000	400,000
Accrued payroll	62,049	62,049
Debt, current portion	2,971,232	2,091,014
Derivative liability	712,921	149,759
Total current liabilities	6,991,693	4,734,865
Debt, long-term portion	29,329	36,819
Total liabilities	7,021,022	4,771,684
Commitments and contingencies (Note 6)
Stockholders' deficit:
Common stock, $.001 par value; 500,000,000 shares authorized; 267,450,916 and 214,705,916 shares issued and outstanding at December 31, 2019 and 2018, respectively.	267,450	214,705
Additional paid-in capital	46,265,016	45,160,994
Common stock issuable	58,670	123,670
Common stock held in escrow	8,441	8,441
Accumulated deficit	(52,107,440)	(49,866,128)
Non-controlling interest	(56,364)	(54,764)
Total stockholders' deficit	(6,561,500)	(4,410,355)
Total liabilities and stockholders' deficit	459,522	361,329
Preferred Stock Series A [Member]
Stockholders' deficit:
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 and 20 shares issued and outstanding at December 31, 2019 and 2018, respectively
Preferred Stock Series B [Member]
Stockholders' deficit:
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 and 20 shares issued and outstanding at December 31, 2019 and 2018, respectively	$ 2,727	$ 2,727

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Stockholders' equity (deficit)
Common stock, shares par value	$ .001	$ .001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	267,450,916	214,705,916
Common stock, shares outstanding	267,450,916	214,705,916
Preferred Stock Series A [Member]
Stockholders' equity (deficit)
Preferred stock, shares par value	$ .001	$ .001
Preferred stock, shares authorized	410	410
Preferred stock, shares issued	3	20
Preferred stock, shares outstanding	3	20
Preferred Stock Series B [Member]
Stockholders' equity (deficit)
Preferred stock, shares par value	$ .001	$ .001
Preferred stock, shares authorized	3,636,360	3,636,360
Preferred stock, shares issued	2,727,270	2,727,270
Preferred stock, shares outstanding	2,727,270	2,727,270

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Consolidated Statements of Operations
Revenues
Cost of revenues
Gross profit
Operating expenses
Payroll and related expenses	657,178	591,858
Consulting	331,107	433,978
Professional fees	226,859	305,778
Research and development	296,800	501,342
General and administrative	242,994	426,665
Total operating expenses	1,754,938	2,259,621
Operating loss	(1,754,938)	(2,259,621)
Other income and (expense)
Interest expense, net	(2,027,030)	(2,336,442)
Change in fair value of derivative liability	330,728	83,963
Gain (Loss) on extinguishment	208,328	(120,016)
Loss on fixed assets		11,231
Net loss	(3,242,912)	(4,620,885)
Net loss attributable to non-controlling interest	(1,600)	(2,497)
Net loss attributable to Cool Technologies, Inc.	$ (3,241,312)	$ (4,618,388)
Net loss per common share:
Basic and diluted	$ (0.01)	$ (0.02)
Weighted average common shares outstanding:
Basic and diluted	238,714,877	191,539,568

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Total	Common Stock	Additional Paid-In Capital	Preferred Stock Issuable	Common Stock Held In Escrow	Accumulated Deficit	Noncontrolling Interest	Preferred Stock	Common Stock Issuable [Member]
December, shares at Dec. 31, 2017		152,836,983						2,727,303
December, amount at Dec. 31, 2017	$ (3,022,672)	$ 152,837	$ 41,401,330		$ 8,441	$ (45,247,740)	$ (52,267)	$ 2,727	$ 712,000
Sale of stock, shares		3,561,110
Sale of stock, amount	200,010	$ 3,560	184,780						11,670
Issuance of common stock issuable, shares		8,409,091
Issuance of common stock issuable, amount		$ 8,409	591,591						(600,000)
Cashless warrant exercises, shares		9,603,662
Cashless warrant exercises, amount		$ 9,604	(9,604)
Conversion of Series A preferred stock to common stock, shares		650,000						(13)
Conversion of Series A preferred stock to common stock, amount		$ 650	(650)
Stock issued with debt, shares		3,972,070
Stock issued with debt, amount	186,883	$ 3,972	182,911
Warrants issued for services, amount	25,882		25,882
Warrants issued with debt, amount	469,542		469,542
Employee common stock, shares		2,600,000
Employee common stock, amount	130,000	$ 2,600	127,400
Debt converted, shares		33,073,000
Debt converted, amount	809,626	$ 33,073	776,553
Debt issued with beneficial conversion feature, amount	1,351,274		1,351,274
Payment for stock previously issued, amount	59,985		59,985
Net loss	(4,620,885)					(4,620,885)
Noncontrolling interest, amount						2,497	(2,497)
Stock issued for Services, amount	130,000
December, shares at Dec. 31, 2018		214,705,916						2,727,290
December, amount at Dec. 31, 2018	(4,410,355)	$ 214,705	45,160,994		8,441	(49,866,128)	(54,764)	$ 2,727	123,670
Issuance of common stock issuable, shares		1,650,000
Issuance of common stock issuable, amount		$ 1,650	93,350						(95,000)
Conversion of Series A preferred stock to common stock, shares		850,000						(17)
Conversion of Series A preferred stock to common stock, amount		$ 850	(850)
Stock issued with debt, amount	30,000								30,000
Warrants issued for services, amount	32,624		32,624
Warrants issued with debt, amount	112,260		112,260
Debt converted, shares		49,894,101
Debt converted, amount	764,923	$ 49,895	715,028
Debt issued with beneficial conversion feature, amount	144,260		144,260
Net loss	(3,242,912)					(3,242,912)
Noncontrolling interest, amount						1,600	(1,600)
Stock issued for Services, shares		350,000
Stock issued for Services, amount	7,700	$ 350	7,350
December, shares at Dec. 31, 2019		267,450,017						2,727,273
December, amount at Dec. 31, 2019	$ (6,561,500)	$ 267,450	$ 46,265,016		$ 8,441	$ (53,107,440)	$ (56,364)	$ 2,727	$ 58,670

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating Activities:
Net loss	$ (3,242,912)	$ (4,620,885)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services	7,700
Warrants issued for services	32,624	25,882
(Gain) Loss on extinguishment of debt	(208,328)	120,016
Non-cash interest expense		8,918
Change in fair value of derivative liability	(330,728)	(83,963)
Amortization of debt discount	1,623,463	2,223,260
Depreciation expense	32,570	27,376
Loss on Fixed Assets		(11,231)
Changes in operating assets and liabilities:
Inventory	(95,270)	(54,474)
Prepaid expenses	7,000	(2,000)
Accounts payable	643,848	77,533
Accrued liabilities - related party	170,080	(117,846)
Accrued payroll		5,132
Net cash used in operating activities	(1,352,953)	(2,402,282)
Investing Activities:
Expenditure for Intangible assets	(7,218)	(22,486)
Purchase of Equipment	(44,404)
Net cash used in investing activities	(51,622)	(22,486)
Financing Activities:
Proceeds from sale of common stock, net		259,995
Proceeds from debt	1,524,333	2,975,669
Payments on debt	128,887	(959,804)
Net cash provided by financing activities	1,395,446	2,275,860
Net change in cash	(9,129)	(148,908)
Cash, beginning of period	24,435	173,343
Cash, end of period	15,306	24,435
Cash paid for:
Interest	65,933	22,923
Income taxes
Non-cash transactions:
Derivative liability offset by debt discount		346,821
Derivative liability due to issuance of debt	1,138,804
Reduction of common stock issuable by issuing stock	95,000	600,000
Debt and interest settled for common stock	679,392	896,825
Stock and warrants issued with debt	142,260	656,425
Reduction in test vehicle financing due to trade-in		10,313
Increase in test vehicle financing due to trade-in		45,176
Test vehicle acquired due to trade-in		$ 54,863

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Description of Business and Summary of Significant Accounting Policies
Note 1 - Description of Business and Summary of Significant Accounting Policies	Description of Business Cool Technologies, Inc. and subsidiary, (“the Company" or "Cool Technologies" or “CoolTech”) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC ("Ultimate Power Truck" or "UPT"), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc. CoolTech has developed and intends to commercialize heat dispersion technologies in various product platforms. The Company has also developed and are commercializing a mobile power generation system that enables work trucks retrofitted with the system to generate electric power. In preparation, CoolTech has applied for trademarks for one of its technologies and its acronym. Cool Technologies currently owns one trademark: TEHPC. The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can help increase the efficiency and positively affect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles. The markets for products utilizing the technology include consumer, industrial and military markets, both in the U.S. and worldwide. The Company’s 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, 2019, CoolTech has seven US patents, one Canadian patent, one granted Mexican and one granted Canadian patent, two pending applications (1 in the US, 1 in Brazil) in the area of composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as "thermal" or "heat dispersion technology"). Cool Technologies also has a Patent Cooperation Treaty ("PCT") application pending that covers integrated electrical power generation methods and systems. The Company intends to commercialize its patents by licensing its thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing or selling a mobile electric power 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, Use of Estimates and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of the consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on management’s knowledge of current events and actions the Company 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 Cool Technologies. Going Concern and Management’s Plan The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of $52,107,440 since inception. As of December 31, 2019, its debts include $314,208 in convertible notes and $3,227,215 in notes payable. The cash available totals $15,306. CoolTech has not fully commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due. 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 non-dilutive funding arrangements to support completion of the initial phases of the Company’s business plan: to license its thermal technologies and applications, including submersible dry-pit applications and to license and sell mobile generation retrofit kits. There can be no assurance, however, that the Company will be successful in accomplishing these objectives. Consequently, it may have to curtail or cease operations if funding is not received by the end of the second quarter. 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. Inventory Inventory, consisting of mobile generation kit materials and parts, is stated at the lower of cost (first in, first out method) or net realizable value. Intangible assets The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent applications. CoolTech will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. Cool Technologies will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the 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 the Company uses for testing and demonstrating its 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 CoolTech uses in its internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, it recognizes 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. Cool Technologies may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumption’s management believes hypothetical marketplace participants would use. The Company has not recorded any impairment expense on its long-lived assets as of December 31, 2019. Debt - original issue discount When the Company issues notes payable with a face value higher than the proceeds it receives, CoolTech records the difference as a debt discount and amortizes it through interest expense over the life of the underlying note payable. Derivative financial instruments When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. When Cool Technologies issues warrants to purchase its common stock, the Company must evaluate whether they meet the requirements to be treated as a derivative. Generally, warrants would be treated as a derivative if the provisions of the warrant agreement create uncertainty as to a) the number of shares to be issued upon exercise; or b) whether shares may be issued upon exercise. If the conversion feature within convertible debt or warrants meet the requirements to be treated as a derivative, CoolTech estimates 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 consolidated statements 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 consolidated balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Revenue FASB ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," or ASU 2014-09 - In May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 "Revenue Recognition." ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of the performance obligations. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and change in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. The Company adopted the new revenue guidance effective January 1, 2018. As the Company has not previously generated any revenues, there was no material impact to the Company's financial statements or financial statement disclosures. 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 the Company’s share-based awards are classified as equity. CoolTech does not have any liability classified share-based awards. Each warrant or stock option is exercisable for one share of common stock. Nonemployees – Employees Modification of share-based payment awards Sale of common stock with warrants Cashless exercise Income taxes Cool Technologies recognizes 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 the Company’s assets and liabilities. The Company monitors its deferred tax assets and evaluates the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that it believes does not meet the more-likely-than-not recognition criteria. CoolTech also evaluates whether it has any uncertain tax positions and would record a reserve if management believes it is more-likely-than-not their position would not prevail with the applicable tax authorities. The Company’s assessment of tax positions as of December 31, 2019 and 2018, 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 Cool Technologies 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 the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. CoolTech’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. 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. Reclassifications Certain reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no change to the previously reported net loss. Recently Issued Accounting Pronouncements Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 "Leases (Topic 842)"–

Equipment

Equipment	12 Months Ended
	Dec. 31, 2019
Equipment
Note 2 - Equipment	Equipment consists of the following: December 31, 2019 2018 Test vehicles $ 147,893 $ 141,969 Other 5,000 5,000 152,893 146,969 Less: accumulated depreciation (76,613 ) (82,523 ) $ 76,280 $ 64,446 Depreciation expense for the years ended December 31, 2019 and 2018, was $32,570 and $27,376, respectively.

Customer deposits-Related party

Customer deposits-Related party	12 Months Ended
	Dec. 31, 2019
Customer deposits-Related party
Note 3 - Customer deposits - Related party	Customer deposits 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 Cool Technologies.

Debt

Debt	12 Months Ended
	Dec. 31, 2019
Debt
Note 4 - Debt	Debt consists of the following: December 31, 2019 2018 Notes payable $ 3,071,300 $ 1,800,000 Convertible notes payable 381,667 581,950 Test vehicle financing 70,418 56,231 Note payable – related party 21,641 12,897 Note payable – UPT minority owner 80,000 190,000 3,525,026 2,641,078 Debt discount 524,465 (513,245 ) 3,000,561 2,127,833 Less: current portion 2,971,232 2,091,014 Long-term portion $ 29,329 $ 36,819 Notes Payable From September 5 – 7, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On September 11, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. From September 7 – 17, 2018, the Company entered into Promissory Note Agreements with three accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On September 25, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. On October 2, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2019, the investor signed an amendment to the agreement extending the maturity date for seven months. On December 19, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 400,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On February 1, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $75,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech agreed to issue1,000,000 shares of restricted common stock. On March 13, 2019, the Company and a vendor agreed to convert an overdue $25,000 account payable into a Promissory Note Agreement. CoolTech promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 18, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the investor signed an amendment to the agreement extending the maturity date for four months. Convertible notes payable January Convertible Note On May 22, 2018, the holder signed an amendment to the note which extended the maturity date to October 1, 2018. In exchange, the note was changed from promissory to convertible with a conversion price of $0.025 per share. On September 25, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt. On October 1, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to January 1, 2019. On January 1, 2019, Lucas Hoppel signed an amendment to the note which extended the maturity date to May 1, 2019. In exchange, the conversion price was changed from $0.025 to $0.0125 per share. On February 5, 2019, the buyer converted $64,100 into 5,128,000 shares of common stock and the $226,600 note was retired. February Convertible Note On May 22, 2018, the holder signed an amendment to the note which extended the maturity date to November 1, 2018. In exchange, the note was changed from promissory to convertible with a conversion price of $0.025 per share. On September 14, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt. On October 26, 2018, the holder signed an amendment to the note which extended the maturity date to January 1, 2019. On October 31, 2018, the Company issued 2,000,000 shares on conversion of $50,000 in debt. On January 1, 2019, the holder signed an amendment to the note which extended the maturity date to May 1, 2019. In exchange, the conversion price was changed from $0.025 to $0.0125 per share. On February 26, 2019, CoolTech issued 7,500,000 shares of common stock to the holder upon partial conversion of $93,750 in debt. On April 23, 2019, Cool Technologies issued 7,500,000 shares of common stock to the holder upon conversion of $93,750 in debt. On May 1, 2019, the holder signed an amendment to the note which extended the maturity date to August 1, 2019. All other terms and conditions remained the same. On July 30, 2019, the Company issued 4,000,000 shares of common stock to the holder upon partial conversion of $50,000 in debt. On July 30, 2019, the holder signed an amendment to the note which extended the maturity date to November 1, 2019. On September 11, 2019, the Company issued 2,500,000 shares of common stock to the holder upon partial conversion of $31,250 in debt. On October 31, 2019, he signed an amendment which extended the maturity date to December 31, 2019. All other terms and conditions remained the same. On December 2, 2019, Cool Technologies issued 2,224,000 shares of common stock to the holder upon final conversion of $27,800 and the note was retired. August Convertible Note -- On February 14, 2019, the outstanding balance of $93,565 was paid in full and the note was retired. December Convertible Note -- On June 5, 2019, the outstanding balance of $203,643 was paid in full and the note was retired. February Convertible Note -- On August 13, 2019, the Company issued 423,729 shares of common stock to the holder upon partial conversion of $15,000 in debt. On August 23, 2019, the Company issued 545,455 shares of common stock to the holder. upon partial conversion of $15,000 in debt. On August 29, 2019, the Company issued 604,839 shares of common stock to the holder upon partial conversion of $15,000 in debt. On September 3, 2019, the Company issued 819,672 shares of common stock to the holder upon partial conversion of $20,000 in debt. On September 5, 2019, the Company issued 833,333 shares of common stock to upon partial conversion of $20,000 in debt. On September 11, 2019, the Company issued 1,005,025 shares of common stock to upon partial conversion of $20,000 in debt. On September 17, 2019, the Company issued 1,005,025 shares of common stock to upon partial conversion of $20,000 in debt. On September 24, 2019, the Company issued 1,119,558 shares of common stock to the holder upon final conversion of $15,000 in debt and the note was retired. March Convertible Note -- On September 16, 2019, the Company issued 2,012,072 shares of common stock to the holder upon partial conversion of $40,000 in debt. On October 1, 2019, the Company issued 2,695,599 shares of common stock to the holder upon partial conversion of $40,000 in debt. On October 14, 2019, the Company issued 2,859,758 shares of common stock to the holder upon partial conversion of $40,000 in debt. On November 12, 2019, the Company issued 2,886,674 shares of common stock to the holder upon final conversion of $20,000 in debt and the note was retired. May Convertible Note -- The note also included a clause which stated that if the effective conversion price is less than $0.01 at any time, the principal amount of the note shall increase by $10,000 and that the conversion price will be permanently redefined to equal 40% of the lowest traded price that occurred during the 15 consecutive trading days immediately preceding the date on which the note holder elects to convert all or part of the note. On December 20, 2019, the effective conversion price reached sub-penny threshold. The principal amount and the subsequent conversion price were adjusted as noted above. Therefore, as of December 31,2019, the convertible balance remaining totaled $179,950. June Convertible Note -- On December 19, 2019, Cool Technologies issued 1,128,687 shares of common stock to the holder upon partial conversion of $10,418 in debt. On December 24, 2019, the Company issued 2,674,064 shares of common stock to the holder upon partial conversion of $20,884 in debt. As of December 31, 2019, the convertible balance remaining totaled approximately $113,000. July Convertible Note August Convertible Note October Convertible Note November Convertible Note Test Vehicle Financing In October 2014, the Company entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles. In July 2018, CoolTech traded-in one test vehicle and purchased another bearing an interest rate of 9.92% payable monthly over 6 years. In June 2019, the Company traded in one test vehicle and purchased another with financing of approximately $44,500, bearing an interest rate of 9.92% payable monthly over a 5-year period. Warrants Issued with Debt When the Company issues notes payable, it may also be required to issue warrants. Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding December 31, 2017 14,421,379 $ 0.02 1.5 $ 725,950 Granted 14,400,000 0.05 -- -- Forfeited or expired (750,000 ) 0.16 -- -- Exercised (13,603,662 ) 0.02 -- -- Outstanding, December 31, 2018 14,467,717 0.05 4.6 1,564 Exercisable, December 31, 2018 14,467,717 0.05 4.6 1,564 Granted 4,200,000 0.03 5.0 220,000 Forfeited or expired (200,000 ) 0.08 -- 10,000 Exercised -- -- -- -- Outstanding, December 31, 2019 18,467,717 0.05 3.7 941,144 Exercisable, December 31, 2019 18,467,717 $ 0.05 3.7 $ 941,144 Transactions with Related Parties The note payable - related party, in the amount of $21,641, is held by the Company's Chief Financial Officer and relates to unreimbursed expenses. The note payable - UPT minority owner, in the amount of $80,000, is held by the 5% minority owner of UPT. The terms of the note have not been finalized. Future contractual maturities of debt are as follows: Year ending December 31, 2020 $ 2,971,232 2021 7,358 2022 8,134 2023 8,992 2024 4,845 $ 3,000,561

Derivative Liability

Derivative Liability	12 Months Ended
	Dec. 31, 2019
Derivative Liability
Note 5 - Derivative Liability	Under the terms of the May 2019, June 2019, July 2019, August 2019, October 2019, November 2019 and December 2019 Convertible Notes, the Company identified derivative instruments arising from embedded conversion features. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the dates of issuance and the revaluation dates: Year ended December 31, 2019 2018 Volatility 114%-148 % 102%-119 % Risk-free interest rate 1.5%-2.5 % 1.7%-2.7 % Expected life (years) 0.9 - 1.2 0.0 - 1.3 Dividend yield -- -- Changes in the derivative liability were as follows: Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities at December 31, 2017 -- -- $ 7,504 Issuance of convertible debt and other derivatives -- -- 346,821 Extinguishment of convertible debt (120,603 ) Change in fair value -- -- (83,63 ) Convertible debt and other derivative liabilities at December 31, 2018 -- -- 149,759 Conversions of convertible debt -- -- (79,027 ) Issuance of convertible debt and other derivatives -- -- 1,138,804 Extinguishment of convertible debt -- -- (165,887 ) Change in fair value -- -- (330,728 ) Convertible debt and other derivative liabilities at December 31, 2019 -- -- $ 712,921

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies
Note 6 - Commitments and Contingencies	U.S. District Court, Eastern District of New York On October 7, 2016, the Company received a complaint, Wang et al v. Cool Technologies, Inc. et al, filed on July 28, 2016 in the U.S. District Court for the Eastern District of New York (Brooklyn) Civil docket #1:16-CV-04101-RRM-PK against the Company and Timothy Hassett, the Company’s Chief Executive Officer, alleging damages of $1,100,000 for inter alia breach of contract for failing to register shares sold to the Plaintiffs in February and March 2014. On March 30, 2017, the Company and Timothy Hassett, the Company’s Chief Executive Officer, requested leave of the court to move to dismiss the matter, on both Substantive and Jurisdictional grounds. On April 13, 2017, the Honorable Roslynn R. Mauskopf granted leave to renew the Company’s March 30, 2017 request for a pre-motion conference after the initial conference before Magistrate Judge Kuo. At the initial conference, Corporate counsel informed the court that the Company, in fact, filed a registration statement for said shares in July 2014 and the Warrants were in the possession of Plaintiff Gary Zse Kong J.D. and located on his computer and printed at his office in the Law Offices of Gary Park. Magistrate Judge Peggy Kuo directed plaintiff to file an amended complaint and directed plaintiff Gary Sze Kong to preserve all computer and other records which may still be at the Law Offices of Gary Park. Defendants were also granted leave to subpoena such records if they are no longer under the control of Plaintiff Kong. On June 30 th On March 27, 2018, a Subpoena was issued and served upon the Law Offices of Gary S. Park P.C. On April 3, 2018 counsel for Plaintiffs withdrew and were replaced by Mr. Sang Joon Sim, Esq. of Sim & Record, LLP which shares an address with Mr. Park’s law offices. On April 3, 2018 plaintiffs obtained new counsel. On May 31, 2018, the parties entered into a settlement and on July 3, 2018 the Honorable Judge Mauskopf ordered the matter dismissed with prejudice without costs to either party. On July 9, 2018, the Order was entered dismissing the matter. From time to time, Cool Technologies 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 consolidated results of operations, financial position, or cash flow. Securities and Exchange Commission Settlement On September 20, 2018, the Securities and Exchange Commission (SEC) approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934. These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing. On three occasions, specifically, May 20, 2013, August 19, 2013 and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section 4410.3 and in each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge. Pursuant to the enforcement proceeding instituted by the SEC, the Company settled for a fine of $75,000 and agreed to cease and desist from any future violations of Sections 13(a) of the Exchange Act and Rule 13a-13 thereunder, and Rule 8-03 of Regulation S-X. From time to time, Cool Technologies 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 consolidated results of operations, financial position, or cash flow.

Equity

Equity	12 Months Ended
	Dec. 31, 2019
Equity
Note 7 - Equity	Preferred Stock Cool Technologies has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as of December 31, 2019. On August 12, 2016, the Company entered into a Securities Purchase Agreement with four accredited investors pursuant to which it sold 3,636,360 shares of the Company’s Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of the Company’s common stock. The conversion price of the preferred stock is equal to the $0.055. In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. The warrants cannot be exercised on a cashless basis. The aggregate purchase price of the preferred stock and warrants was $200,000, of which $150,000 was paid in cash and $50,000 was paid in services. In connection with the sale of the Preferred Stock, on October 20, 2016, the Company filed with the Secretary of the State of Nevada, an amended Certificate of Designations of the Rights, Preferences, Privileges and Restrictions, which have not been set forth in the Certificate of Designation of the Series B Convertible Preferred Stock nor the first Amendment to Certificate of Designation filed on August 12, 2016. The preferred stock has the same rights as if each share of Series B Convertible Preferred Stock were converted into one share of common stock. For so long as the Series B Convertible Preferred Stock is issued and outstanding, the holders of such Series B Convertible Preferred Stock vote together as a single class with the holders of the common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Series B Stock being entitled to 66 2/3% of the total votes on all such matters. In the event of the death of a holder of the Class B Preferred Stock, or a liquidation, winding up or bankruptcy of a holder which is an entity, all voting rights of the Class B Preferred Stock shall cease. The holder of any shares of Class B Preferred Stock have the right to convert their shares into common stock at any time, in a conversion ratio of one share of common stock for each share of Class B Preferred. If the Company’s common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, the Class B Preferred Stock will automatically be convertible into the common stock of the Company in a conversion ratio of one share of common stock for each share of Class B Preferred. The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company. On January 25, 2019, Spirit Bear converted all their shares of Series A Preferred Stock into 850,000 shares of the Company’s common stock. KHIC, Inc., a related party, holds the remaining 3 shares of Series A Preferred Stock. Each share of Series A Preferred Stock ("Preferred Stock") is convertible into 50,000 shares of common stock. Each share of preferred stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of preferred stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the "Certificate of Designation"), and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share). Common stock On September 13, 2019, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 350,000,000 shares to 500,000,000 shares. Common stock issuable on the consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As of December 31, 2019 and 2018, the number of shares of common stock to be issued was 494,697 and 1,144,697 shares, respectively. Common stock warrants issued with the sale of CoolTech’s common stock When the Company sells shares of its 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 common stock as of December 31, 2019 and 2018, and changes during the years then ended is presented below: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 47,437,588 $ 0.19 Granted 5,431,944 0.06 Forfeited or expired (501,645 ) 0.29 Outstanding, December 31, 2018 52,367,887 0.18 1.3 $ 114,900 Exercisable, December 31, 2018 52,367,887 0.18 1.3 $ 114,900 Granted -- -- Exercised -- -- Forfeited or expired (6,853,719 ) 0.56 Outstanding, December 31, 2019 45,514,168 0.12 1.1 - Exercisable, December 31, 2019 45,514,168 $ 0.12 1.1 $ -

Share-based payments

Share-based payments	12 Months Ended
	Dec. 31, 2019
Share-based payments
Note 8 - Share-based payments	Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Year ended December 31, 2019 2018 Nonemployee common stock $ 7,700 $ -- Nonemployee warrants – fully vested upon issuance -- 25,882 Total share-based expense charged against income $ 7,700 $ 25,882 Impact on net loss per common share: Basic and diluted $ (0.00 ) $ (0.00 ) UPT management agreement In July 2014, Cool Technologies entered into a three year agreement with the Company managing the operations of UPT, whereby it 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 On June 30, 2017, the agreement expired. None of the conditions were met prior to expiration, so no expense will be recognized, and no common stock will be issued under this agreement. In July 2014, Cool Technologies entered into a three-year agreement with the Company managing the operations of UPT, whereby CoolTech 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. On June 30, 2017, the agreement expired. None of the performance conditions were met prior to expiration, so no expense will be recognized, and no common stock warrants will vest under the performance conditions. During the year ended December 21, 2017, 120,000 of the common stock warrants under the service condition vested with the passage of time and the Company recognized expense of $6,118. There is no remaining service award expense to recognize. During 2019, 240,000 of the common stock warrants expired and 120,000 remain outstanding. They will expire during the first 6 months of 2020. Nonemployee common stock Other During the years ended December 31, 2019 and 2018, Cool Technologies issued or accrued an additional 350,000 and 2,600,000 shares of common stock, respectively, in exchange for services, with a fair value of $7,700 and $130,000, respectively. Nonemployee common stock warrants -- Fully-vested upon issuance Cool Technologies 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, 2017 12,945,836 $ 0.29 Granted 500,000 0.05 Forfeited or expired -- -- Outstanding, December 31, 2018 13,445,836 0.27 1.4 $ 78,000 Exercisable, December 31, 2018 13,445,836 0.27 1.4 $ 78,000 Granted 2,100,000 0.004 Exercised -- -- Forfeited or expired (5,810,000 ) 0.49 Outstanding, December 31, 2019 9,735,836 0.36 1.3 $ 2,000 Exercisable, December 31, 2019 9,735,836 $ 0.36 1.3 $ 2,000 The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully vested common stock warrants: Year ended December 31, 2019 2018 Volatility 125%-148 % 143 % Risk-free interest rate 1.6%-1.7 % 2.6 % Expected life (years) .05 – 4.2 5.0 Dividend yield -- -- No fully vested common stock warrants were exercised in 2019 and 2018. Nonemployee common stock warrants -- Service and performance conditions Summary The following summarizes the activity for warrants that have performance and service conditions. There were no grants in 2019. Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 3,280,000 $ 0.84 Granted -- -- Forfeited or expired (2,120,000 ) 1.00 Outstanding, December 31, 2018 1,160,000 0.52 0.4 Exercisable, December 31, 2018 1,160,000 0.52 0.4 Granted -- -- Forfeited or expired (247,498 ) 1.00 0.0 Outstanding, December 31, 2019 912,502 0.39 0.5 Exercisable, December 31, 2019 912,502 $ 0.39 0.5 $ -- The following summarizes the status of the Company’s non-vested common stock warrants with performance and service conditions as of December 31, 2019 and 2018, and changes during the years then ended: Number of Weighted-average Grant Date Warrants Fair Value Non vested, December 31, 2017 1,880,000 $ 0.99 Vested (1,880,000 ) 0.99 Non vested, December 31, 2018 -- 0.05 Vested -- -- Forfeited -- -- Non vested, December 31, 2019 -- $ -- The following summarizes the Black-Scholes assumptions used to estimate the fair value of warrants with performance and service conditions: Year ended December 31, 2019 2018 Volatility 127 -- 143% 141--144% Risk-free interest rate 1.5 -- 1.6% 1.5--1.6% Expected life (years) 0.251.08 3.0 Dividend yield -- -- Legal settlement – Replacement warrants Under the terms of the February 2016 Waiver of Performance and Second Amendment to Settlement Agreement with Spirit Bear, the Company agreed to April issued replacement warrants for previously amended and replaced warrants. Six million of the previously amended and replaced warrants owned by Spirit Bear and by Leonora Lorenzo had their expiration dates extended from January 29, 2017, until January 29, 2020, and had their exercise price reduced from $0.25 to $0.10 per share. In addition, Spirit Bear consented to the withdrawal of a Registration Statement on Form S-1 that was pending before the Securities Exchange Commission (SEC). The proposed registration statement covered the common shares underlying the preferred shares owned by Spirit Bear and the common shares underlying the warrants owned by Spirit Bear and Leonora Lorenzo. 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. The Company recorded expense of $423,973 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 206 % 151 % Risk-free interest rate 0.5 % 1.3 % Expected life (years) 0.2 3.2 Dividend yield -- -- Employee stock options – Fully-vested upon grant Cool Technologies granted stock options to certain members of management in 2014 that were fully vested at the date of grant. There were no grants in 2019 or 2018. 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, 2017 4,000,000 $ 2.00 Outstanding, December 31, 2018 4,000,000 2.00 -- $ -- Exercisable, December 31, 2018 4,000,000 2.00 -- -- Outstanding, December 31, 2019 4,000,000 2.00 -- -- Exercisable, December 31, 2019 4,000,000 $ 2.00 -- $ --

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Taxes
Note 9 - Income Taxes	The components of the Company’s deferred tax asset are as follows: December 31, 2019 2018 Net operating loss carryforwards $ 7,153,247 $ 6,836,322 Equity-based instruments 6,467,488 6,465,537 Accrued liabilities 332,655 112,795 Deferred Revenue 96,311 96,311 Pass-through losses 100,315 92,634 Valuation allowance (14,150,016 ) (13,603,599 ) Deferred tax asset $ -- $ -- Effective January 1, 2018, the Federal corporate income tax rate has been decreased from 34% to 21%. The effect of this change on deferred taxes and the valuation allowance at December 31, 2017 was approximately $6.5 million. The NOLs that have been generated 12/31/2017 and prior are going to be 100% allowable against future income and will expire in 20 years beginning in 2031. NOLs generated 1/1/2018 and forward will be subject to the 80% limitation and they will never expire. A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Year ended December 31, 2019 2018 Income tax benefit at statutory rate $ (681,012 ) $ (970,386 ) State income tax, net of Federal benefit (140,905 ) (200,777 ) Convertible debt 274,844 486,168 Other adjustments 405 (11,685 ) Meals and entertainment 246 202 Increase in valuation allowance 546,422 696,479 Income tax benefit $ -- $ -- Cool Technologies had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. It has not accrued any interest or penalties associated with income taxes. The Company files income tax returns in the United States federal jurisdiction. With few exceptions, it is 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, 2012. No tax returns are currently under examination by any tax authorities.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 2019
Net Loss per Share
Note 10 - 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: Year ended December 31, 2019 2018 Net loss available for stockholders $ (3,241,312 ) $ (4,618,388 ) Weighted average outstanding shares of common stock 238,714,877 191,539,568 Dilutive effect of stock options and warrants -- -- Common stock and equivalents 238,714,877 191,539,568 Net loss per share – Basic and diluted $ (0.01 ) $ (0.02 ) Outstanding stock options and common stock warrants are considered anti-dilutive because the Company is in a net loss position. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: December 31, 2019 2018 Stock options 4,000,000 4,000,000 Common stock warrants 74,830,224 80,641,440 Common stock issuable 494,697 1,144,697 Convertible notes 170,228,752 24,369,057 Convertible preferred stock 2,877,270 3,727,270 Convertible preferred stock issuable -- -- Total 252,430,843 113,882,464 Total exercisable at December 31 175,538,408 112,737,767

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events
Note 11 - Subsequent Events	The Company has evaluated all the events or transactions that have occurred since December 31, 2019 and determined that the following should be disclosed: On January 15, 2020, the Board of Directors of Cool Technologies, Inc. (the “Company”) appointed Steven P. Wilburn to serve as a director of the Company. Mr. Wilburn is an engineering executive who has 40 plus years of professional experience in the fields of alternative energy and water treatment. In 2004, Mr. Wilburn founded and continues to serve as chairman and CEO of FirmGreen, Inc., an integrated green energy company and business. In 2014, he founded and continues to serve as the managing member of VerdeWatts, LLC, an energy storage and management solutions company. On January 3, 2020, Cool Technologies issued 2,238,806 shares of common stock to PowerUp Lending Group Ltd. upon partial conversion of $15,000 on convertible debt of $168,300. On January 7, 2020, Cool Technologies issued 5,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,920 on convertible debt of $179,950 On January 8, 2020, Cool Technologies issued 3,174,603 shares of common stock to PowerUp Lending Group Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 13, 2020, Cool Technologies issued 4,220,881 shares of common stock to Eagle Equities, LLC upon partial conversion of $20,978. on convertible debt of $143,300.On January 14, 2020, Cool Technologies issued 3,921,569 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 16, 2020, Cool Technologies issued 4,444,444 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 21, 2020, Cool Technologies issued 5,111,111 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $23,000 on convertible debt of $168,300. On January 21, 2020, Cool Technologies issued 10,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $22,400 on convertible debt of $179,950. On January 28, 2020, Cool Technologies issued 6,173,709 shares of common stock to Eagles Equities, LLC upon partial conversion of $21,040 on convertible debt of $143,300. On January 30, 2020, Cool Technologies issued 7,142,857 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 30, 2020, the Company entered into a Bridge Note for $40,000 with an original issue discount of $4,000 in lieu of interest with a due date of August 30, 2020. On January 30, 2020, the Company entered into a convertible note agreement. It received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. On January 31, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $36,000 in financing and promised to pay the principal amount together with simple interest of 3% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing, In exchange, Cool Technologies issued cashless warrants to purchase 4,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On February 3, 2020, Cool Technologies wired $72,000 to PowerUp Lending Group, Ltd. and the note with convertible debt of $168,300 was retired. On February 3, 2020, Cool Technologies issued 9,573,426 shares of common stock to Eagle Equities, LLC upon partial conversion of $21,071.11 on convertible debt of $143,300. On February 13, 2020, Cool Technologies issued 11,992,022 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,394.44 on convertible debt of $143,300. On February 13, 2020, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 500,000,000 shares to 1,000,000,000 shares. On February 24, 2020, Cool Technologies issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,400 on convertible debt of $179,630. On March 2, 2020, Cool Technologies issued 9,820,030 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,494 on convertible debt of $143,300. After the conversion, the principal balance remaining totals approximately $3,000. On March 3, 2020, wired $72,000 to PowerUp Lending Group and the July convertible note was retired. On March 5, 2020, Cool Technologies issued 6,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $8,840.00 on convertible debt of $179,630. On March 10, 2020, Cool Technologies issued 10,282,003 shares of common stock to Eagle Equities, LLC upon partial conversion of $40,151 on convertible debt of $126,500. On March 24, 2020, Cool Technologies issued 8,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $23,120 on convertible debt of $179,950. On March 19, 2020, the Company defaulted on a note payable. The $250,000 note was purchased on March 18, 2019 by an accredited investor. The principal and interest as of May 19, 2020 total $287,603. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full. On May 1, 2020, the Company defaulted on 2 notes payable. A $250,000 note was purchased on September 11, 2018 and a $125,000 note was purchased on September 25, 2018 by the same accredited investor. The principal and interest as of May 1, 2020 total $311,541 and $155,051, respectively. As of the filing date, the Company has not received a notice of default for either note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full. On May 4, 2020, the Company received loan proceeds of $52,612 (the “PPP Loan”) under the Paycheck Protection Program (“PPP” under the Coronavirus Aid, Relief and Economic Security Act). The PPP Loan is evidenced by a promissory note (the “Note”), between the Company and Small Business Administration (the “Lender”). The Note has a two-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company intends to use the proceeds of the PPP Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance is provided that forgiveness for all or any portion of the PPP Loan will be obtained. The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. On May 7, 2020, Cool Technologies issued 4,460,094 shares of common stock to Eagle Equities, LLC upon partial conversion of $31,667 on convertible debt of $126,500. On May 8, 2020, Cool Technologies issued 2,352,841 shares of common stock to PowerUp Lending Group, Ltd., upon partial conversion of $20,000 on convertible debt of $141,000. As of May 26, 2020, Danial Ustian resigned from Cool Technologies’ Board of Directors. Daniel had been a member of the board since 2015.

Description of Business and S_2

Description of Business and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Description of Business and 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.
Inventory	Inventory, consisting of mobile generation kit materials and parts, is stated at the lower of cost (first in, first out method) or net realizable value.
Intangible assets	The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent applications. CoolTech will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. Cool Technologies will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the 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 the Company uses for testing and demonstrating its 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 CoolTech uses in its internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, it recognizes 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. Cool Technologies may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumption’s management believes hypothetical marketplace participants would use. The Company has not recorded any impairment expense on its long-lived assets as of December 31, 2019.
Debt-original issue discount	When the Company issues notes payable with a face value higher than the proceeds it receives, CoolTech records the difference as a debt discount and amortizes it through interest expense over the life of the underlying note payable.
Derivative financial instruments	When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. When Cool Technologies issues warrants to purchase its common stock, the Company must evaluate whether they meet the requirements to be treated as a derivative. Generally, warrants would be treated as a derivative if the provisions of the warrant agreement create uncertainty as to a) the number of shares to be issued upon exercise; or b) whether shares may be issued upon exercise. If the conversion feature within convertible debt or warrants meet the requirements to be treated as a derivative, CoolTech estimates 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 consolidated statements 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 consolidated balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.
Revenue	FASB ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," or ASU 2014-09 - In May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 "Revenue Recognition." ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of the performance obligations. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and change in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. The Company adopted the new revenue guidance effective January 1, 2018. As the Company has not previously generated any revenues, there was no material impact to the Company's financial statements or financial statement disclosures.
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 the Company’s share-based awards are classified as equity. CoolTech does not have any liability classified share-based awards. Each warrant or stock option is exercisable for one share of common stock. Nonemployees – Employees Modification of share-based payment awards Sale of common stock with warrants Cashless exercise
Income taxes	Cool Technologies recognizes 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 the Company’s assets and liabilities. The Company monitors its deferred tax assets and evaluates the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that it believes does not meet the more-likely-than-not recognition criteria. CoolTech also evaluates whether it has any uncertain tax positions and would record a reserve if management believes it is more-likely-than-not their position would not prevail with the applicable tax authorities. The Company’s assessment of tax positions as of December 31, 2019 and 2018, 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	Cool Technologies 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 the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. CoolTech’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. 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.
Reclassifications	Certain reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no change to the previously reported net loss.
Recently Issued Accounting Pronouncements	Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 "Leases (Topic 842)"–

Equipment (Tables)

Equipment (Tables)	12 Months Ended
	Dec. 31, 2019
Equipment (Tables)
Schedule of equipment	December 31, 2019 2018 Test vehicles $ 147,893 $ 141,969 Other 5,000 5,000 152,893 146,969 Less: accumulated depreciation (76,613 ) (82,523 ) $ 76,280 $ 64,446

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2019
Debt (Tables)
Summary of Debt	December 31, 2019 2018 Notes payable $ 3,071,300 $ 1,800,000 Convertible notes payable 381,667 581,950 Test vehicle financing 70,418 56,231 Note payable – related party 21,641 12,897 Note payable – UPT minority owner 80,000 190,000 3,525,026 2,641,078 Debt discount 524,465 (513,245 ) 3,000,561 2,127,833 Less: current portion 2,971,232 2,091,014 Long-term portion $ 29,329 $ 36,819
Notes payable warrants issued	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding December 31, 2017 14,421,379 $ 0.02 1.5 $ 725,950 Granted 14,400,000 0.05 -- -- Forfeited or expired (750,000 ) 0.16 -- -- Exercised (13,603,662 ) 0.02 -- -- Outstanding, December 31, 2018 14,467,717 0.05 4.6 1,564 Exercisable, December 31, 2018 14,467,717 0.05 4.6 1,564 Granted 4,200,000 0.03 5.0 220,000 Forfeited or expired (200,000 ) 0.08 -- 10,000 Exercised -- -- -- -- Outstanding, December 31, 2019 18,467,717 0.05 3.7 941,144 Exercisable, December 31, 2019 18,467,717 $ 0.05 3.7 $ 941,144
Future contractual maturities of debt	Year ending December 31, 2020 $ 2,971,232 2021 7,358 2022 8,134 2023 8,992 2024 4,845 $ 3,000,561

Derivative Liability (Tables)

Derivative Liability (Tables)	12 Months Ended
	Dec. 31, 2019
Derivative Liability (Tables)
Schedule of derivative liabilities at fair value	Year ended December 31, 2019 2018 Volatility 114%-148 % 102%-119 % Risk-free interest rate 1.5%-2.5 % 1.7%-2.7 % Expected life (years) 0.9 - 1.2 0.0 - 1.3 Dividend yield -- --
Changes in derivative liability	Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities at December 31, 2017 -- -- $ 7,504 Issuance of convertible debt and other derivatives -- -- 346,821 Extinguishment of convertible debt (120,603 ) Change in fair value -- -- (83,63 ) Convertible debt and other derivative liabilities at December 31, 2018 -- -- 149,759 Conversions of convertible debt -- -- (79,027 ) Issuance of convertible debt and other derivatives -- -- 1,138,804 Extinguishment of convertible debt -- -- (165,887 ) Change in fair value -- -- (330,728 ) Convertible debt and other derivative liabilities at December 31, 2019 -- -- $ 712,921

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Equity (Tables)
Summary of common stock warrants issued	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 47,437,588 $ 0.19 Granted 5,431,944 0.06 Forfeited or expired (501,645 ) 0.29 Outstanding, December 31, 2018 52,367,887 0.18 1.3 $ 114,900 Exercisable, December 31, 2018 52,367,887 0.18 1.3 $ 114,900 Granted -- -- Exercised -- -- Forfeited or expired (6,853,719 ) 0.56 Outstanding, December 31, 2019 45,514,168 0.12 1.1 - Exercisable, December 31, 2019 45,514,168 $ 0.12 1.1 $ -

Share-based payments (Tables)

Share-based payments (Tables)	12 Months Ended
	Dec. 31, 2019
Share-based payments (Tables)
Summary of financial statements related to equity-based payments	Year ended December 31, 2019 2018 Nonemployee common stock $ 7,700 $ -- Nonemployee warrants – fully vested upon issuance -- 25,882 Total share-based expense charged against income $ 7,700 $ 25,882 Impact on net loss per common share: Basic and diluted $ (0.00 ) $ (0.00 )
Summary of common stock issue	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
Schedule of common stock issue under warrants	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
Summary of Legal settlement - Replacement warrants	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 12,945,836 $ 0.29 Granted 500,000 0.05 Forfeited or expired -- -- Outstanding, December 31, 2018 13,445,836 0.27 1.4 $ 78,000 Exercisable, December 31, 2018 13,445,836 0.27 1.4 $ 78,000 Granted 2,100,000 0.004 Exercised -- -- Forfeited or expired (5,810,000 ) 0.49 Outstanding, December 31, 2019 9,735,836 0.36 1.3 $ 2,000 Exercisable, December 31, 2019 9,735,836 $ 0.36 1.3 $ 2,000
Summary of fair value of common stock warrants	Year ended December 31, 2019 2018 Volatility 125%-148 % 143 % Risk-free interest rate 1.6%-1.7 % 2.6 % Expected life (years) .05 – 4.2 5.0 Dividend yield -- --
Summary of common stock warrants service and performance	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 3,280,000 $ 0.84 Granted -- -- Forfeited or expired (2,120,000 ) 1.00 Outstanding, December 31, 2018 1,160,000 0.52 0.4 Exercisable, December 31, 2018 1,160,000 0.52 0.4 Granted -- -- Forfeited or expired (247,498 ) 1.00 0.0 Outstanding, December 31, 2019 912,502 0.39 0.5 Exercisable, December 31, 2019 912,502 $ 0.39 0.5 $ --
Summary of non-vested common stock warrants	Number of Weighted-average Grant Date Warrants Fair Value Non vested, December 31, 2017 1,880,000 $ 0.99 Vested (1,880,000 ) 0.99 Non vested, December 31, 2018 -- 0.05 Vested -- -- Forfeited -- -- Non vested, December 31, 2019 -- $ --
Summary of Bloack-Scholes assumptions	Year ended December 31, 2019 2018 Volatility 127 -- 143% 141--144% Risk-free interest rate 1.5 -- 1.6% 1.5--1.6% Expected life (years) 0.251.08 3.0 Dividend yield -- --
Summary of fair value of previously issued warrants	Previously issued Replacement Volatility 206 % 151 % Risk-free interest rate 0.5 % 1.3 % Expected life (years) 0.2 3.2 Dividend yield -- --
Schedule of share based compensation fully vested stock option	Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2017 4,000,000 $ 2.00 Outstanding, December 31, 2018 4,000,000 2.00 -- $ -- Exercisable, December 31, 2018 4,000,000 2.00 -- -- Outstanding, December 31, 2019 4,000,000 2.00 -- -- Exercisable, December 31, 2019 4,000,000 $ 2.00 -- $ --

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Taxes (Tables)
Deferred tax asset	December 31, 2019 2018 Net operating loss carryforwards $ 7,153,247 $ 6,836,322 Equity-based instruments 6,467,488 6,465,537 Accrued liabilities 332,655 112,795 Deferred Revenue 96,311 96,311 Pass-through losses 100,315 92,634 Valuation allowance (14,150,016 ) (13,603,599 ) Deferred tax asset $ -- $ --
Reconciliation of income taxes	Year ended December 31, 2019 2018 Income tax benefit at statutory rate $ (681,012 ) $ (970,386 ) State income tax, net of Federal benefit (140,905 ) (200,777 ) Convertible debt 274,844 486,168 Other adjustments 405 (11,685 ) Meals and entertainment 246 202 Increase in valuation allowance 546,422 696,479 Income tax benefit $ -- $ --

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2019
Net Loss per Share (Tables)
Schedule of earnings per share, basic and diluted	Year ended December 31, 2019 2018 Net loss available for stockholders $ (3,241,312 ) $ (4,618,388 ) Weighted average outstanding shares of common stock 238,714,877 191,539,568 Dilutive effect of stock options and warrants -- -- Common stock and equivalents 238,714,877 191,539,568 Net loss per share – Basic and diluted $ (0.01 ) $ (0.02 )
Stock options and warrants outstanding	December 31, 2019 2018 Stock options 4,000,000 4,000,000 Common stock warrants 74,830,224 80,641,440 Common stock issuable 494,697 1,144,697 Convertible notes 170,228,752 24,369,057 Convertible preferred stock 2,877,270 3,727,270 Convertible preferred stock issuable -- -- Total 252,430,843 113,882,464 Total exercisable at December 31 175,538,408 112,737,767

Description of Business and S_3

Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Apr. 30, 2014
State of incorporation	Nevada
Date of incorporation	Jul. 31, 2002
Accumulated deficit	$ (52,107,440)	$ (49,866,128)
Convertible notes	314,208
Notes payable	3,227,215
Cash	$ 15,306
Equity method investment ownership percentage	5.00%
UPT Minority Owner [Member]
Equity method investment ownership percentage			95.00%
Minority interest percentage	5.00%		5.00%

Equipment (Details)

Equipment (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Gross	$ 152,893	$ 146,969
Less: accumulated depreciation	(76,613)	(82,523)
Property, Plant and Equipment, Net	76,280	64,446
Test Vehicles [Member]
Property, Plant and Equipment, Gross	147,893	141,969
Other [Member]
Property, Plant and Equipment, Gross	$ 5,000	$ 5,000

Equipment (Details Narrative)

Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equipment
Depriciation expenses	$ 32,570	$ 27,376

Customer deposits-Related par_2

Customer deposits-Related party (Details Narrative) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Customer deposits-Related party (Details Narrative)
Customer deposits - related party	$ 400,000	$ 400,000
Ownership percentage	5.00%

Debt (Details)

Debt (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Debt (Details)
Notes payable	$ 3,071,300	$ 1,800,000
Convertible notes payable	381,667	581,950
Test vehicle financing	70,418	56,231
Note payable - related party	21,641	12,897
Note payable - UPT minority owner	80,000	190,000
Total	3,525,026	2,641,078
Debt discount	524,465	(513,245)
Total	3,000,561	2,127,833
Less: current portion	2,971,232	2,091,014
Long-term portion	$ 29,329	$ 36,819

Debt (Details 1)

Debt (Details 1) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 21, 2017	Jul. 31, 2014	Dec. 31, 2019	Dec. 31, 2018
Number of warrants
Shares Granted				5,431,944
Shares Forfeited or expired			(6,853,719)	(501,645)
Shares Exercised	120,000
Weighted Average Exercise Price
Granted				$ 0.06
Forfeited or expired			$ 0.56	$ 0.29
Weighted-average Remaining Life (Years)
Exercisable, Ending			1 year 1 month 6 days	1 year 3 months 18 days
Aggregate Intrinsic Value
Granted		$ 2,586,000
Warrants [Member]
Number of warrants
Shares Outstanding, Beginning			14,467,717	14,421,379
Shares Granted			4,200,000	14,400,000
Shares Forfeited or expired			(200,000)	(750,000)
Shares Exercised				(13,603,662)
Shares Outstanding, Ending			18,467,717	14,467,717
Shares Exercisable, Ending			18,467,717	14,467,717
Weighted Average Exercise Price
Per share Outstanding, Beginning			$ 0.05	$ 0.02
Granted			0.03	0.05
Forfeited or expired			0.08	0.16
Exercised				0.02
Outstanding, Ending			0.05	0.05
Per share Exercisable, Ending			$ 0.05	$ 0.05
Weighted-average Remaining Life (Years)
Outstanding, Beginning			4 years 7 months 6 days	1 year 5 months 30 days
Granted			5 years
Outstanding, Ending			3 years 8 months 12 days	4 years 7 months 6 days
Exercisable, Ending			3 years 8 months 12 days	4 years 7 months 6 days
Aggregate Intrinsic Value
Value Outstanding, Beginning			$ 1,564	$ 725,950
Granted			220,000
Forfeited or expired			10,000
Value Outstanding, Ending			941,144	1,564
Value Exercisable, Ending			$ 941,144	$ 1,564

Debt (Details 2)

Debt (Details 2)	Dec. 31, 2019USD ($)
Debt (Details 2)
2020	$ 2,971,232
2021	7,358
2022	8,134
2023	8,992
2024	4,845
Total	$ 3,000,561

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

Dec. 02, 2019

Nov. 09, 2019

Oct. 14, 2019

Oct. 03, 2019

Sep. 11, 2019

Aug. 13, 2019

Jul. 03, 2019

Jun. 06, 2019

May 13, 2019

Mar. 13, 2019

Feb. 11, 2019

Feb. 05, 2019

Jan. 02, 2019

Dec. 10, 2018

Oct. 02, 2018

Sep. 14, 2018

Sep. 11, 2018

Sep. 07, 2018

Dec. 24, 2019

Dec. 19, 2019

Sep. 24, 2019

Sep. 17, 2019

Sep. 16, 2019

Sep. 11, 2019

Sep. 05, 2019

Sep. 03, 2019

Aug. 29, 2019

Aug. 28, 2019

Aug. 23, 2019

Jul. 31, 2019

Jul. 30, 2019

Jun. 30, 2019

Apr. 23, 2019

Mar. 19, 2019

Mar. 18, 2019

Feb. 26, 2019

Dec. 19, 2018

Oct. 31, 2018

Oct. 26, 2018

Sep. 25, 2018

Sep. 17, 2018

Aug. 17, 2018

Jul. 31, 2018

May 22, 2018

Feb. 19, 2018

Jan. 26, 2018

Oct. 31, 2014

Dec. 31, 2019

Dec. 31, 2018

Aug. 17, 2019

Aug. 14, 2019

Jun. 05, 2019

Feb. 14, 2019

Feb. 02, 2019

Apr. 30, 2014

Convertible note conversion description

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

Common stock shares issued

267,450,916

214,705,916

Retirement of debt

$ (128,887)

$ 959,804

JSJ Investments, Inc. [Member]

Debt conversion converted instrument, shares issued

Debt conversion converted amount

Principal amount

Description for accrued interest

Principal remaining balance

Chief Financial Officer [Member]

Note payable - related party

$ 21,641

Test Vehicle Financing [Member]

Financing agreements description

Interest rate of 9.92% payable monthly over 6 years

Bearing an interest rate of 9.92% payable monthly over a 5-year period.

Bearing interest at 5.99% payable monthly over five years

Interest rate

9.92%

5.99%

Financing cost of one test vehicle

$ 44,500

Promissory Note Agreement [Member] | Accredited Investor [Member]

Principal amount

$ 250,000

$ 250,000

$ 250,000

$ 50,000

$ 75,000

Interest rate

15.00%

15.00%

15.00%

15.00%

15.00%

Exercise price

$ 0.05

$ 0.05

$ 0.05

$ 0.05

Warrant to purchase shares of common stock

2,000,000

2,000,000

2,000,000

400,000

1,000,000

Warrants expire period

5 years

5 years

5 years

5 years

Promissory Note Agreement [Member] | Vendor [Member]

Principal amount

$ 25,000

Interest rate

15.00%

Exercise price

$ 0.05

Warrant to purchase shares of common stock

200,000

Warrants expire period

5 years

Promissory Note Agreement [Member] | Four Accredited Investors [Member]

Principal amount

$ 125,000

Interest rate

15.00%

Exercise price

$ 0.05

Warrant to purchase shares of common stock

1,000,000

Promissory Note Agreement [Member] | Three Accredited Investors [Member]

Principal amount

$ 250,000

$ 125,000

Interest rate

15.00%

15.00%

Exercise price

$ 0.05

$ 0.05

Warrant to purchase shares of common stock

2,000,000

1,000,000

Warrants expire period

5 years

5 years

Promissory Note Agreement [Member] | Two Accredited Investors [Member]

Principal amount

$ 250,000

$ 250,000

Interest rate

15.00%

15.00%

Exercise price

$ 0.05

$ 0.05

Warrant to purchase shares of common stock

2,000,000

2,000,000

Warrants expire period

5 years

5 years

November Convertible Note [Member]

Proceeds from issuance of convertible debt

$ 126,000

Original issue discount

13,000

Principal amount

$ (141,000)

Maturity date

Nov. 6, 2020

Debt in default, description

In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date

Interest rate

8.00%

October Convertible Note [Member] | Restricted Shares [Member]

Proceeds from issuance of convertible debt

$ 115,000

Original issue discount

11,500

Principal amount

$ (126,500)

Maturity date

Oct. 2, 2020

Debt in default, description

In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date

Interest rate

8.00%

Common stock shares issued

350,000

February Convertible Note [Member]

Debt conversion converted instrument, shares issued

473,729

2,000,000

1,119,558

1,005,025

1,005,025

833,333

819,672

604,839

545,455

2,000,000

Debt conversion converted amount

$ 15,000

$ 140,000

$ 50,000

$ 15,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 15,000

$ 15,000

$ 50,000

Original issue discount

8,400

Principal amount

$ 132,500

Maturity date

Feb. 11, 2020

Nov. 1, 2018

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date

Interest rate

22.00%

Premium on note

150.00%

February Convertible Note [Member] | Restricted Shares [Member]

Original issue discount

$ 35,000

Principal amount

$ 385,000

Maturity date

Sep. 19, 2018

Interest rate

25.00%

Common stock shares issued

2,000,000

Convertible debt

$ 350,000

Conversion price

$ 0.025

$ 0.05

Daily penalty

$ 100

February Convertible Note [Member] | On January 1, 2019 [Member] | Lucas Hoppel [Member]

Debt conversion converted instrument, shares issued

2,224,000

2,500,000

4,000,000

7,500,000

7,500,000

Debt conversion converted amount

$ 27,800

$ 31,250

$ 50,000

$ 93,750

$ 93,750

Conversion price, description

The conversion price was changed from $0.025 to $0.0125 per share

Maturity date, description

The holder signed an amendment to the note which extended the maturity date to November 1, 2019

The maturity date to May 1, 2019

December Convertible Note [Member]

Proceeds from issuance of convertible debt

$ 138,000

Original issue discount

$ 14,000

Principal amount

203,643

Interest rate

22.00%

22.00%

Conversion price, description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 28% discount to the lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date

Convertible debt

$ 152,000

Original issue discount rate

150.00%

150.00%

August Convertible Note [Member]

Original issue discount

$ 6,300

Principal amount

$ 58,300

$ 93,565

Interest rate

22.00%

Conversion price, description

Converted into shares of CoolTech’s common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date

Convertible debt

$ 63,000

Original issue discount rate

150.00%

January Convertible Note [Member]

Debt conversion converted instrument, shares issued

5,128,000

2,000,000

Original issue discount

$ 20,000

Principal amount

$ 220,000

Maturity date

May 1, 2019

Jan. 1, 2019

Aug. 26, 2018

Convertible debt

$ 200,000

Conversion price

$ 0.0125

$ 0.025

$ 0.05

Default terms, description

In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied

Debt conversion, converted instrument, amount

$ 64,100

$ 50,000

Retirement of debt

$ 226,600

January Convertible Note [Member] | Lucas Hoppel [Member]

Maturity date, description

The note which extended the maturity date to October 1, 2018

Conversion price

$ 0.025

January Convertible Note [Member] | Restricted Shares [Member]

Common stock shares issued

800,000

May Convertible Note [Member]

Debt conversion converted amount

$ 165,000

Original issue discount

15,000

Principal amount

$ 10,000

Maturity date

Dec. 13, 2019

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date

Convertible debt

$ 150,000

$ 179,950

Conversion price

$ 0.01

Default terms, description

In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied

Convertible notes, additional description

the conversion price will be permanently redefined to equal 40% of the lowest traded price that occurred during the 15 consecutive trading days immediately preceding the date on which the note holder elects to convert all or part of the note

UPT Minority Owner [Member]

Note payable - related party

$ 80,000

Minority interest percentage

5.00%

5.00%

March Convertible Note [Member]

Debt conversion converted instrument, shares issued

2,886,674

2,859,758

2,012,072

Debt conversion converted amount

$ 20,000

$ 40,000

$ 40,000

Original issue discount

$ 7,500

Principal amount

$ 131,600

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date

Interest rate

18.00%

Convertible debt

$ 140,000

Due date

Feb. 11, 2020

March Convertible Note [Member] | October 1, 2019 [Member]

Debt conversion converted instrument, shares issued

2,695,599

Debt conversion converted amount

$ 40,000

Convertible Note Agreement [Member]

Proceeds from issuance of convertible debt

$ 150,000

Maturity date

Jul. 3, 2020

Debt in default, description

In the event of default, the interest rate will be 22% per annum, require the Company to redeem all or any portion of the note at a premium of 150%

Convertible debt

$ 168,300

Terms of conversion feature

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date

Convertible debt, interest rate

8.00%

Original issue discount

$ 15,300

Convertible Note Agreement [Member] | August Convertible Note [Member]

Proceeds from issuance of convertible debt

115,000

Original issue discount

11,500

Principal amount

$ (126,500)

Maturity date

Aug. 28, 2020

Debt in default, description

In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date

Interest rate

8.00%

June Convertible Note [Member]

Debt conversion converted instrument, shares issued

2,674,064

1,128,687

Debt conversion converted amount

$ 20,884

$ 10,418

Original issue discount

$ 13,000

Principal amount

$ (143,000)

Maturity date

Jun. 6, 2020

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date

Interest rate

8.00%

Convertible debt

$ 130,000

$ 113,000

Derivative Liability (Details)

Derivative Liability (Details) - Derivative liability [Member]	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Dividend yield	0.00%	0.00%
Minimum [Member]
Volatility	114.00%	102.00%
Risk-free interest rate	1.50%	1.70%
Expected life (years)	10 months 24 days	0 years
Maximum [Member]
Volatility	148.00%	119.00%
Risk-free interest rate	2.50%	2.70%
Expected life (years)	1 year 2 months 12 days	1 year 3 months 18 days

Derivative Liability (Details 1

Derivative Liability (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Level 3 [Member]
Convertible debt and other derivative liabilities, Beginning balance	$ 149,759	$ 7,504
Issuance of convertible debt and other derivatives	1,138,804	346,821
Extinguishment of convertible debt	(165,887)	(120,603)
Change in fair value	(330,728)	(8,363)
Conversions of convertible debt	(79,027)
Convertible debt and other derivative liabilities, Ending balance	712,921	149,759
Level 1 [Member]
Convertible debt and other derivative liabilities, Beginning balance
Extinguishment of convertible debt
Change in fair value
Conversions of convertible debt
Issuance of convertible debt and other derivatives
Convertible debt and other derivative liabilities, Ending balance
Level 2 [Member]
Convertible debt and other derivative liabilities, Beginning balance
Extinguishment of convertible debt
Change in fair value
Conversions of convertible debt
Issuance of convertible debt and other derivatives
Convertible debt and other derivative liabilities, Ending balance

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Settlement amount	$ 75,000
Chief Executive Officer [Member]
Damage claim	$ 1,100,000

Equity (Details)

Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Warrants
Outstanding, Beginning		47,437,588
Granted		5,431,944
Exercised
Forfeited or expired	(6,853,719)	(501,645)
Outstanding, Ending	45,514,168	52,367,887
Exercisable, Ending	45,514,168	52,367,887
Weighted Average Exercise Price
Outstanding, Beginning	$ 0.18	$ 0.19
Granted		0.06
Forfeited or expired	0.56	0.29
Outstanding, Ending	0.12	0.18
Exercisable, Ending	$ 0.12	$ 0.18
Weighted-average Remaining Life (Years)
Outstanding, Beginning	1 year 3 months 18 days
Outstanding, Ending	1 year 1 month 6 days	1 year 3 months 18 days
Exercisable, Ending	1 year 1 month 6 days	1 year 3 months 18 days
Aggregate Intrinsic Value
Outstanding, Beginning		$ 114,900
Outstanding, Ending		$ 114,900

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	Sep. 13, 2019	Aug. 12, 2016	Dec. 31, 2019	Jan. 25, 2019	Dec. 31, 2018
Description of change in authorized share capital	From 350,000,000 shares to 500,000,000 shares
Common stock shares issuable			494,697		1,144,697
Conversion price, description			Common stock for each share of Class B Preferred. If the Company’s common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, the Class B Preferred Stock will automatically be convertible into the common stock of the Company in a conversion ratio of one share of common stock for each share of Class B Preferred
Class of shares entitled to vote description			Series B Stock being entitled to 66 2/3% of the total votes on all such matters
Purchase of warrants			120,000
Preferred Stock
Preferred Stock Liquidation Price per share			$ 2,500
Preferred Stock | Securities Purchase Agreement [Member] | Warrants [Member]
Purchase of warrants			3,636,360
Warrant exercise price			$ 0.07
Purchase price			$ 200,000
Purchase price paid in cash			150,000
Purchase price paid in services			$ 50,000
Series B Preferred Stock [Member]
Preferred stock shares issued			2,727,270
Preferred stock shares outstanding			2,727,270
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Accredited Investors [Member]
Preferred stock shares issued		3,636,360
Conversion price		$ 0.055
CoolTech [Member]
Preferred stock shares authorized			15,000,000
Description of contractual term of warrant			Company sells shares of its common stock the buyer also typically receives fully vested common stock warrants with a maximum contractual term of 3-5 years
Series A Preferred Stock [Member]
Preferred stock convertible shares			50,000
Common stock shares issuable upon conversion			50,000
Series A Preferred Stock [Member] | Spirit Bear Ltd [Member]
Preferred stock convertible shares				850,000

Share-based payments (Details)

Share-based payments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based payments (Details)
Nonemployee warrants - fully-vested upon issuance	$ 7,700
Nonemployee warrants ? fully vested upon issuance		25,882
Total share-based expense charged against income	$ 7,700	$ 25,882
Impact on net loss per common share: Basic and diluted	$ 0	$ 0

Sharebased payments (Details 1)

Sharebased payments (Details 1)	Dec. 31, 2019shares
Common stock shares issued	650,000
Condition One [Member]
Common stock shares issued	500,000
Condition Two [Member]
Common stock shares issued	150,000

Sharebased payments (Details 2)

Sharebased payments (Details 2) - Nonemployee Common stock warrants - Service and performance conditions [Member]	12 Months Ended
	Dec. 31, 2019shares
Common stock warrants issued	2,600,000
Vesting Condition One [Member]
Category	Performance
Common stock warrants issued	350,000
Vesting Condition Two [Member]
Category	Performance
Common stock warrants issued	1,530,000
Vesting Condition Three [Member]
Category	Service
Common stock warrants issued	720,000

Share-based payments (Details 3

Share-based payments (Details 3) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 21, 2017	Dec. 31, 2019	Dec. 31, 2018
Number of Warrants
Granted			5,431,944
Exercised	120,000
Forfeited or expired		(6,853,719)	(501,645)
Weighted Average Exercise Price
Granted			$ 0.06
Forfeited or expired		$ 0.56	$ 0.29
Nonemployee common stock warrants - Fully-vested upon issuance [Member]
Number of Warrants
Shares Outstanding, Beginning		13,445,836	12,945,836
Granted		2,100,000	500,000
Exercised
Forfeited or expired		(5,810,000)
Shares Outstanding, Ending		9,735,836	13,445,836
Shares Exercisable, Ending		9,735,836	13,445,836
Weighted Average Exercise Price
Per share Outstanding, Beginning		$ 0.27	$ 0.29
Granted		0.004	0.05
Exercised
Forfeited or expired		0.49
Outstanding, Ending		0.39	0.27
Per share Exercisable, Ending		$ 0.39	$ 0.27
Weighted-average Remaining Life (Years)
Outstanding, Beginning		1 year 4 months 24 days
Outstanding, Ending		1 year 3 months 18 days	1 year 4 months 24 days
Exercisable, Ending		1 year 3 months 18 days	1 year 4 months 24 days
Aggregate Intrinsic Value
Aggregate intrinsic value outstanding, Beginning		$ 78,000
Aggregate intrinsic value outstanding, Ending		2,000	78,000
Aggregate intrinsic value exercisable		$ 2,000	$ 78,000

Share-based payments (Details 4

Share-based payments (Details 4) - Derivative liability [Member]	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Volatility		143.00%
Risk-free interest rate		2.60%
Expected life (years)		5 years
Dividend yield	0.00%	0.00%
Minimum [Member]
Volatility	125.00%
Risk-free interest rate	1.60%
Expected life (years)	18 days
Maximum [Member]
Volatility	148.00%
Risk-free interest rate	1.70%
Expected life (years)	4 years 2 months 12 days

Sharebased payments (Details 5)

Sharebased payments (Details 5) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Warrants
Granted		5,431,944
Forfeited or expired	(6,853,719)	(501,645)
Weighted Average Exercise Price
Granted		$ 0.06
Forfeited or expired	$ 0.56	$ 0.29
Nonemployee Common stock warrants - Service and performance conditions [Member]
Number of Warrants
Shares Outstanding, Beginning	1,160,000	3,280,000
Granted
Forfeited or expired	(247,498)	(2,120,000)
Shares Outstanding, Ending	912,502	1,160,000
Shares Exercisable, Ending	912,502	1,160,000
Weighted Average Exercise Price
Weighted Average Exercise Price outstanding, Beginning		$ 0.84
Granted
Forfeited or expired	1	1
Weighted average exercise price outstanding, Ending	0.39	0.52
Weighted average exercise price exercisable, Ending	$ 0.39	$ 0.52
Weighted-average Remaining Life (Years)
Outstanding, Begining Balance	4 months 24 days
Outstanding, Ending Balance	5 months 30 days	4 months 24 days
Exercisable, Ending	5 months 30 days	4 months 24 days
Aggregate Intrinsic Value
Exercisable, Ending

Sharebased payments (Details 6)

Sharebased payments (Details 6) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Warrants
Nonvested, Beginning		1,880,000
Vested		(1,880,000)
Forfeited
Nonvested, Ending
Weighted-average Grant Date Fair Value
Nonvested, Beginning	$ 0.05	$ 0.99
Vested		0.99
Forfeited
Nonvested, Ending		$ 0.05

Sharebased payments (Details 7)

Sharebased payments (Details 7) - Nonemployee Common stock warrants - Service and performance conditions [Member] - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Expected life (years)		3 years
Dividend yield
Minimum [Member]
Expected life (years)	2 months 30 days
Dividend yield
Volatility	127.00%	141.00%
Risk-free interest rate	1.50%	1.50%
Maximum [Member]
Volatility	143.00%	144.00%
Risk-free interest rate	1.60%	1.60%
Expected life (years)	1 year 29 days

Sharebased payments (Details 8)

Sharebased payments (Details 8)	12 Months Ended
	Dec. 31, 2019USD ($)
Previously issued [Member]
Volatility	206.00%
Risk-free interest rate	0.50%
Expected life (years)	2 months 12 days
Dividend yield
Replacement [Member]
Volatility	151.00%
Risk-free interest rate	1.30%
Expected life (years)	3 years 2 months 12 days
Dividend yield

Sharebased payments (Details 9)

Sharebased payments (Details 9) - Employee stock options Fully-vested upon grant [Member] - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Shares
Number of shares outstanding, Beginning		4,000,000
Number of shares outstanding, Ending	4,000,000	4,000,000
Number of shares exercisable, Ending	4,000,000	4,000,000
Weighted Average Exercise Price
Weighted average exercise price per share outstanding, Beginning		$ 2
Weighted average exercise price per share outstanding, Ending	2	2
Weighted average exercise price per share exercisable, Ending	$ 2	$ 2
Weighted-average Remaining Life (Years)
Outstanding, Beginning
Outstanding, Ending
Exercisable, Ending
Aggregate Intrinsic Value
Aggregate intrinsic value outstanding, Beginnig
Aggregate intrinsic value outstanding, Ending
Exercisable, Ending

Share-based payments (Details N

Share-based payments (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 21, 2017	Jul. 31, 2014	Dec. 31, 2019	Dec. 31, 2018
Common stock, warrants, exercise price		$ 1
Fair value of warrants granted		$ 2,586,000
Stock warrant exercised	120,000
Stock warrant expired			240,000
Stock warrant outstanding			120,000
Stock warrant, recognized expense			$ 6,118
Common stock shares issued, shares			350,000	2,600,000
Common stock shares issued, amount			$ 7,700	$ 130,000
Warrant related expenses			$ 423,973
Nonemployee common stock warrants -- Fully-vested upon issuance [Member]
Common stock warrants maximum contractual term			5 years

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Taxes (Details)
Net operating loss carryforwards	$ 7,153,247	$ 6,836,322
Equity-based instruments	6,467,488	6,465,537
Accrued liabilities	332,655	112,795
Deferred Revenue	96,311	96,311
Pass-through losses	100,315	92,634
Valuation allowance	14,150,016	(13,603,599)
Deferred tax asset

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes (Details 1)
Income tax benefit at statutory rate	$ (681,012)	$ (970,386)
State income tax, net of Federal benefit	(140,905)	(200,777)
Convertible debt	274,844	486,168
Other adjustments	405	(11,686)
Meals and entertainment	246	202
Increase in valuation allowance	6,500,000	696,479
Income tax benefit

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Net deferred tax assets	$ 6,500,000
Net operating loss valuation allowance description	The NOLs that have been generated 12/31/2017 and prior are going to be 100% allowable against future income and will expire in 20 years. NOLs generated 1/1/2018 and forward will be subject to the 80% limitation and they will never expire.
January 1, 2018 [Member]
Tax rate description	The Federal corporate income tax rate has been decreased from 34% to 21%.

Net Loss per Share (Details)

Net Loss per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Net Loss per Share (Details)
Net loss available for stockholders	$ (3,241,312)	$ (4,618,388)
Weighted average outstanding shares of common stock	238,714,877	191,539,568
Dilutive effect of stock options and warrants
Common stock and equivalents	238,714,877	191,539,568
Net loss per share - Basic and diluted	$ (0.01)	$ (0.02)

Net Loss per Share (Details 1)

Net Loss per Share (Details 1) - shares	Dec. 31, 2019	Dec. 31, 2018
Outstanding stock options and common stock warrants	252,430,843	113,882,464
Outstanding stock options and common stock warrants exercisable	175,538,408	112,737,767
Convertible preferred stock [Member]
Outstanding stock options and common stock warrants	2,877,270	3,727,270
Convertible preferred stock issuable [Member]
Outstanding stock options and common stock warrants
Convertible notes [Member]
Outstanding stock options and common stock warrants	170,228,752	24,369,057
Common Stock Issuable [Member]
Outstanding stock options and common stock warrants	494,697	1,144,697
Stock Option [Member]
Outstanding stock options and common stock warrants	4,000,000	4,000,000
Common stock warrants [Member]
Outstanding stock options and common stock warrants	74,830,224	80,641,440

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	May 08, 2020	May 07, 2020	May 04, 2020	Mar. 10, 2020	Mar. 05, 2020	Mar. 02, 2020	Feb. 13, 2020	Jan. 14, 2020	Jan. 13, 2020	Jan. 08, 2020	Jan. 07, 2020	Jan. 03, 2020	Jul. 03, 2019	Mar. 13, 2019	Mar. 24, 2020	Feb. 24, 2020	Feb. 03, 2020	Jan. 31, 2020	Jan. 30, 2020	Jan. 28, 2020	Jan. 21, 2020	Jan. 16, 2020	Dec. 31, 2019	May 01, 2020	Aug. 14, 2019	Aug. 13, 2019	Dec. 31, 2018	Sep. 25, 2018	Sep. 11, 2018
Common stock, shares authorized																							500,000,000				500,000,000
Convertible note conversion description																							Common stock for each share of Class B Preferred. If the Company’s common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, the Class B Preferred Stock will automatically be convertible into the common stock of the Company in a conversion ratio of one share of common stock for each share of Class B Preferred
Convertible note agreement [Member]
Proceeds from convertible debt													$ 150,000
Maturity date													Jul. 3, 2020
Convertible debt													$ 168,300
Note Payable [Member] | Four Accredited Investors [Member]
Warrant expiration period
Subsequent Event [Member]
Note payable																								$ 311,541
Common stock, shares authorized							500,000,000
Description of increasing in authorized authorized shares of common stock							From 500,000,000 shares to 1,000,000,000 shares.
Interest amount																								$ 155,051
Subsequent Event [Member] | Convertible note agreement [Member]
Interest rate																		3.00%	25.00%
Note payable																			$ 40,000
Convertible note conversion description																			After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.
Proceeds from convertible debt																		$ 36,000	$ 36,000
Maturity date														Jul. 30, 2020					Jul. 30, 2020
Subsequent Event [Member] | Accredited Investor [Member]
Warrant expiration period																		5 years
Exercise price																		$ 0.05
Common stock shares issuable upon exercise of warrants or rights																		4,000,000
Subsequent Event [Member] | Paycheck Protection Program [Member]
Interest rate			1.00%
Proceeds from loan			$ 52,612
Term of loan			2 years
Subsequent Event [Member] | Bridge Note [Member]
Maturity date																			Aug. 30, 2020
Convertible debt																			$ 40,000
Original issue discount																			4,000
Subsequent Event [Member] | Eagle Equities, LLC [Member]
Convertible debt		$ 126,500		$ 126,500		$ 143,300	$ 143,300		$ 143,300								$ 143,300			$ 143,300
Debt conversion converted amount		$ 31,667		$ 40,151		$ 26,494	$ 26,394		$ 20,978								$ 21,071			$ 21,040
Debt conversion converted instrument, shares issued		4,460,094		10,282,003		9,820,030	11,992,022		4,220,881								9,573,426			6,173,709
Total principal balance remaining						$ 3,000
Subsequent Event [Member] | PowerUp Lending Group Ltd [Member]
Convertible debt	$ 141,000							$ 168,300		$ 168,300		$ 168,300					$ 168,300		168,300		$ 168,300	$ 168,300
Debt conversion converted amount	$ 20,000							$ 20,000		$ 20,000		$ 15,000					$ 72,000		$ 20,000		$ 23,000	$ 20,000
Debt conversion converted instrument, shares issued	2,352,841							3,921,569		3,174,603		2,238,806							7,142,857		5,111,111	4,444,444
Subsequent Event [Member] | LGH Investments, LLC [Member]
Convertible debt					$ 179,630						$ 179,950				$ 179,950	$ 179,630					$ 179,950
Debt conversion converted amount					$ 8,840						$ 17,920				$ 23,120	$ 17,400					$ 22,400
Debt conversion converted instrument, shares issued					6,500,000						5,000,000				8,500,000	15,000,000					10,000,000
Subsequent Event [Member] | Note Payable One [Member]
Interest rate																													15.00%
Note payable																													$ 250,000
Subsequent Event [Member] | Note Payable [Member]
Interest rate																												15.00%
Note payable																												$ 125,000