Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10‑Q

(Mark One)

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

For the quarterly period ended September 30, 2019

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

For the transition period from _______________ to _______________

Commission file number: 000-53443

COOL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (813) 975-7467

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None.

As of November 15, 2019, there were 259,994,695 shares of common stock, $0.001 par value, issued and outstanding.

COOL TECHNOLOGIES, INC.

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 4.

Controls and Procedures

32

Part II – OTHER INFORMATION

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

34

Item 4.
Mine Safety Disclosures

34

Item 5.

Other information

34

Item 6.

Exhibits

35

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

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

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

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

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

3

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PART I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

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

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

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

Commitments and contingencies (Note 5)

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

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

See accompanying notes to condensed consolidated financial statements.

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Cool Technologies, Inc. and subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended September 30,						Nine months ended September 30
	2019			2018			2019			2018

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

Operating expenses
Payroll and related expenses		106,004			135,972			369,258			408,787
Consulting		66,500			101,827			245,207			317,709
Professional fees		37,100			39,486			163,569			259,428
Research and development		10,000			12,891			57,102			447,477
General and administrative		48,945			161,153			198,643			310,371
Total operating expenses		268,549			451,329			1,033,779			1,743,772

Operating loss		(268,549	)		(451,329	)		(1,033,779	)		(1,743,772	)

Other income (expense):
Interest expense, net		(518,271	)		(713,515	)		(1,588,457	)		(1,685,107	)
Gain On Fixed Assets		--			11,231			--			11,231
Change in fair value of derivative liability		1,039,330			3,444			470,710			22,859
Loss (Gain) on extinguishment of debt		--			(151,848	)		208,325			(63,848	)
Net Income (loss)		252,510			(1,302,017	)		(1,943,201	)		(3,458,637	)
Less: Noncontrolling interest in net loss		(123	)		(148	)		(1,159	)		(1,610	)

Net income (loss) to shareholders	$	252,387		$	(1,301,869	)	$	(1,942,042	)	$	(3,457,027	)

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

Weighted average common shares outstanding:
Basic and diluted		244,859,877			190,179,571			233,830,512			185,743,486

See accompanying notes to condensed consolidated financial statements

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Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

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

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

See accompanying notes to condensed consolidated financial statements

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


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

See accompanying notes to condensed consolidated financial statements

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Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended September 30,
	2019			2018
Operating Activities:
Net loss	$	(1,943,201	)	$	(3,458,637	)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrants issued for services		32,624			25,882
Loss (Gain) on extinguishment of debt		(208,325	)		63,848
Non-cash interest expense		52,505			8,918
Change in fair value of derivative liability		(470,710	)		(22,859	)
Amortization of debt discount		1,210,253			1,645,744
Depreciation expense		25,005			20,028
Loss (Gain) on Fixed Assets					(11,231	)
Changes in operating assets and liabilities:		--			--
Inventory		(101,296	)		--
Prepaid assets		--			(37,000	)
Accounts payable		340,546			14,407
Accrued liabilities – related party		(74,817	)		(81,229	)
Accrued expenses		--			5,132
Net cash used in operating activities		(1,137,416	)		(1,826,997	)

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

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

Net (decrease) increase in cash		(24,232	)		524,301

Cash, beginning of period		24,435			173,343

Cash, end of period	$	203		$	697,644

Cash paid for:
Interest	$	3,736		$	8,095
Income taxes		--			--

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

See accompanying notes to condensed consolidated financial statements.

8

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Cool Technologies, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 is commercializing a mobile power generation system (‘MG”) that enables work trucks retrofitted with the system to generate electric power.

While each technology has separate applications, they can also complement each other. The mobile power generation system relies on the installation of a generator into the chassis and power train of a work truck. The cooling technologies can be added to the generator to increase its power density and, conceivably, reduce its size and weight. Other cooling technologies could be incorporated into the truck’s parts, including brakes, rotors and axles.

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

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

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

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

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

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Basis of Presentation

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

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

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

Going Concern

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

Recently Adopted Accounting Guidance

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

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.

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Recent Accounting Guidance Not Yet Adopted

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

Note 2 – Customer deposits – Related party

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

Note 3 – Debt

Debt consists of the following:

	September 30, 2019			December 31, 2018
Notes payable	$	2,400,000		$	1,800,000
Convertible notes payable		735,550			581,950
Test vehicle financing		68,172			56,231
Note payable – related party		21,641			12,897
Note payable – UPT minority owner		90,000			190,000
		3,315,363			2,641,078
Debt discount		(515,941	)		(513,245	)
		2,799,422			2,127,833
Less: current portion		(2,767,532	)		(2,091,014	)
Long-term portion	$	31,890		$	36,819

Notes Payable

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

From September 7 – 25, 2018, the Company entered into Promissory Note Agreements with four accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

On October 2 and 26, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. An extension agreement subsequently signed with the investors extended the maturity date for another six months. 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 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

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

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

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

On March 13, 2019, the Company and a vendor agreed to convert an overdue $25,000 account payable into a Promissory Note Agreement. CoolTech promised to pay the principal amount together with simple interest of 15% per annum on or before the one year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, CoolTech issued cashless warrants to purchase 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, 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, 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.

Convertible notes payable

February Convertible Note – On February 19, 2018, the Company entered into a convertible note agreement. It issued 2,000,000 inducement shares of restricted common stock and received $350,000, with an original issue discount of $35,000 in lieu of interest, for a total amount of $385,000 due on September 19, 2018. 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 $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 interest rate of 9.92% payable monthly over 6 years.

In June 2019, the Company trade-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.

Note payable – UPT minority owner

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

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Warrants Issued with Debt

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

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

Future contractual maturities of debt are as follows:

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

Transactions with Related Parties

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

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

Note 4 – Derivative Liability

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

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

	Nine months Ended September 30, 2019

Volatility	114.14-148.33		%
Risk-free interest rate	1.79–2.55		%
Expected life (years)	0.09–1.0
Dividend yield		--

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Changes in the derivative liability were as follows:

	Nine months Ended September 30, 2019
	Level 1		Level 2		Level 3			Total
Convertible debt and other derivative liabilities at December 31, 2018	$	--	$	--	$	149,759		$	149,759
Conversions of convertible debt		--		--		(22,474	)		(22,474	)
Issuance of convertible debt and other derivatives		--		--		821,277			821,277
Extinguishment of convertible debt		--		--		(165,886	)		(165,886	)
Change in fair value		--		--		470,710			470,710
Convertible debt and other derivative liabilities at September 30, 2019	$	--	$	--	$	311,965		$	311,965

Note 5 -- Commitments and Contingencies

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

Note 6 – 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 September 30, 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 (i) 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. 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.

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

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

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

The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company. Their warrants cannot be exercised on a cashless basis.

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

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

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

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

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

Common Stock

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

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

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Common stock warrants issued with the sale of 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 September 30, 2019, 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, 2018		52,367,887		$	0.18		1.3	$	--
Granted		--			--		--		--
Forfeited or cancelled		(6,571,901	)		0.56		--		--
Outstanding, September 30, 2019		45,795,986			0.12		1.6	$	--
Exercisable, September 30, 2019		45,795,986		$	0.12		1.6	$	--

Note 7 – Share-based payments

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

	Nine months ended September 30,
	2019			2018
Nonemployee warrants – fully-vested upon issuance	$	32,624		$	25,882
Nonemployee warrants – service and performance conditions		--			--
Total share-based expense charged against income	$	32,624		$	25,882

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

Nonemployee common stock

Other

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

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, 2018		13,445,836			0.27		1.4	$	78,000
Granted		1,300,000			0.05
Forfeited or expired		(5,510,000	)		0.51
Outstanding, September 30, 2019		9,235,836			0.10		1.7	$	194,500
Exercisable, September 30, 2019		9,235,836			0.10		1.7	$	194,500

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

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

Nonemployee common stock warrants -- Service and performance conditions

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

Employee stock options – Fully-vested

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

Note 8 – Net Loss per Share

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

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

	Three months ended September 30						Nine months ended September 30
	2019			2018			2019			2018

Net income (loss) available for stockholders	$	252,387		$	(1,301,869	)	$	(1,942,042	)	$	(3,457,027	)
Weighted average outstanding shares of common stock		244,859,877			190,179,571			233,830,512			185,743,486
Dilutive effect of stock options and warrants		--			--			--			--
Common stock and equivalents		244,859,877			190,179,571			233,830,512			185,743,486

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

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

	September 30
	2019		2018
Stock options		4,000,000		4,000,000
Common stock warrants		74,079,539		77,027,631
Common stock issuable		494,697		1,144,697
Convertible notes		42,895,401		49,281,435
Convertible preferred stock		2,877,270		3,727,270
Convertible preferred stock issuable		--		--
Total		124,346,907		135,181,033
Total exercisable at September 30		124,346,907		134,036,336

Note 9 – Subsequent Events

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

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

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

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

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

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

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

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

CoolTech intends to sell the mobile electric power system to commercial vehicle and fleet owners. Sales are expected to occur through the direct efforts of the Company and through the efforts of its joint venture partners. It may also license the MG system commercial vehicle and fleet owners as well. The markets the Company has targeted include consumer, industrial and military markets, both in the U.S. and worldwide.

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

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

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

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

The markets for products utilizing the technologies also include consumer, industrial and military markets, both in the U.S. and worldwide. The Company is working to turn the interest into orders by acquiring and retrofitting Class 3 to 7 trucks to address the specific needs of interested customers and by writing quotes as well as arranging additional demonstrations for target industries and decision-makers. The Company does not have the required capital to fulfill any orders that it may have and there cannot be any assurance that the Company will obtain the required funds.

Cool Technologies has not generated any revenues to date. The Company received its first Mobile Generation (MG) order during the quarter ended June 30, 2014 and received a partial deposit in advance of completing the sale. Subsequently, it received an order for 10 MG systems from Craftsmen Industries during the quarter ended June 30, 2017. As Craftsmen is a manufacturer of custom experiential marketing vehicles, it produces one-off items. Therefore, the order will be filled on an as-need basis. As of the date of this filing, the funds to fulfill the order are not in place.

In November 2017, the Company received a purchase commitment for 234 MG systems from a Mexican Producers’ Union. That was followed by a purchase commitment for 24 to 50 MG units from a second Mexican Producers’ Union in December 2017. On April 9, 2018, the first Mexican Producers’ Union executed a purchase order with the Company for 10 Ford F-350s with MG80 kVA systems installed. On May 7, 2019, Turkish technology company Belirti Teknoloji, A.S. delivered a purchase order for six hundred MG80, MG125 and MG200 Mobile Generation systems.

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The system’s packaging has been simplified to speed and ease the conversion process. Current plans call for the initial up-fitting of trucks to occur in at least three locations, each in a different region of the country. Enabling conversions to occur in Mexico is also a possibility that’s being considered.

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

There can be no assurances that the Company will be able to generate new orders nor fulfill the existing ones nor address all the requirements of all the interested parties. Equally, management cannot assure that they will be able to complete development of a 125 kVA system. CoolTech generally incur expenses to commercialize its products, which include costs for research and development, professional fees and general operations.

Recent Developments

Craftsmen Industries, Inc.

As a consequence of the first public demonstration of the MG 30 kilovolt amp (“kVA”) system at the North America International Auto Show in Detroit in January 2017, the Company entered into an agreement in principle, dated February 21, 2017, with Craftsmen Industries, Inc.(“Craftsmen’), a company engaged in the design, engineering and production of mobile marketing vehicles, experiential marketing platforms and industrial mobile solutions.

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

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

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

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

Veteran Technology Group

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

The agreement provides that the Company market and provide its MG product and services to customers referred by Vet Tech and Vet Tech will market and provide GAIT software and other AI services for clients referred by the Company.

Mexican Producers’ Union

In November 2017, the Company received a purchase commitment for 234 MG systems from a Mexican Producers’ Union.

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

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

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

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

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On April 11, 2019, the union signed an addendum to update the terms and conditions originally set forth in the Agreement of Principal Terms dated November 7, 2017. In light of the higher electrical output and new options offered by the Company, the union amended its purchase commitment to include 50 MG80 (80 kVA) Systems with mobile desalination units capable of producing 2500 gallons of fresh water per day, 100 MG125 (125 kVA) systems, 50 MG200 (200 kVA) Systems and 50 HydroQubes ( a hydrogen infusion system that improves fuel economy) composed of 2 cells. The addendum states that CoolTech shall start production and fulfillment of the orders no later than the 3^rd Quarter of 2019. As of the date of this filing, the funds to fulfill the orders are not in place.

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

Second Mexican Producers’ Union

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

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

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

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

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

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

Panasonic System Communications Company of North America.

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

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

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

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Aon Risk Services Central, Inc and Lee and Hayes, PLLC

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

Purchase and Delivery of Truck to Craftsmen Industries

On July 15,2018, the Company purchased a Ford F-450 Chassis Cab Truck. Subsequently, a metal flat bed was manufactured and installed. The truck was delivered to Craftsmen on September 15^th. It will be used for the installation and refinement of the MG 80 kVA system. The Company is in the process of purchasing a second F-450 that will be used for the MG 125 kVA system.

Order of Parts and Components

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

CALSTART, Inc.

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

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

On Thursday, January 17, 2019, a representative of the Company attended a meeting of the CALSTART Leadership Circle at Porsche Cars North American Headquarters, in Atlanta. Among the topics covered were the infrastructure pathway for electric vehicles and electric vehicle market growth. At the event, the Company met with representatives from Southern Company, Duke Energy and Altec, Inc.

Creation and Delivery of Business Proposals

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

TARDEC

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

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

Unveiling of Initial Production Run Vehicle

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

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

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

Mexican Government

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

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

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

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

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

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

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

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

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

Introduction of new options

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

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

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

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

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

Belirti Teknoloji

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

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

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

Key Options

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

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

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Results of Operations

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

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

Operating expenses
Payroll and related expenses		106,004			135,972			(29,968	)		-22.0	%
Consulting		66,500			101,827			(35,327	)		-34.7	%
Professional fees		37,100			39,486			(2,386	)		-06.1	%
Research and development		10,000			12,891			(2,891	)		-22.4	%
General and administrative		48,945			161,153			(112,208	)		-69.6	%
Total operating expenses		268,549			451,329			(182,780	)		-40.5	%

Interest expense, net		(518,271	)		(713,515	)		195,244			27.4	%
Change in fair value of derivative liability		1,039,330			3,444			1,035,886			30078.0	%
Loss (Gain) on extinguishment of debt		--			(151,848	)		151,848			N/A
Gain on fixed asset disposal		--			11,231			(11,231	)		N/A

Net loss		252,510			(1,302,017	)		1,554,527			83.7	%

Less: Noncontrolling interest		(123	)		(148	)		25			16.9	%

Net income (loss) to shareholders	$	252,387		$	(1,301,869	)	$	1,554,256			84.8	%

	Nine months ended September 30,
	2019			2018			Change			%
Revenues	$	--		$	--			N/A			N/A

Operating expenses
Payroll and related expenses		369,258			408,787			(39,529	)		-09.7	%
Consulting		245,207			317,709			(72,502	)		-22.8	%
Professional fees		163,569			259,428			(95,859	)		-36.9	%
Research and development		57,102			447,477			(390,375	)		-87.2	%
General and administrative		198,643			310,371			(111,728	)		-36.0	%
Total operating expenses		1,033,779			1,743,772			(709,993	)		-40.7	%

Interest expense, net		(1,588,457	)		(1,685,107	)		96,650			-05.7	%
Change in fair value of derivative liability		470,710			22,859			447,851			1959.2	%
Loss (Gain) on extinguishment of debt		208,325			(63,848	)		272,173			-426.3	%
Gain on fixed asset disposal		--			11,231			(11,231	)		N/A

Net loss		(1,943,201	)		(3,458,637	)		1,515,436			-43.8	%

Less: Noncontrolling interest		(1,159	)		(1,610	)		451			-28.0	%


Net loss to shareholders	$	(1,942,042	)	$	(3,457,027	)	$	1,514,985			-43.8	%

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Revenues

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

Operating Expenses

Payroll and related expenses decreased during the three months ended September 30 from $135,972 in 2018 to $106,004 in 2019 and decreased during the nine months ended September 30 from $408,787 in 2018 to $369,258 in 2019 due to the Chief Technology Officer moving from an employee to consulting role to reduce costs.

Consulting expense decreased during the three months ended September 30 from $101,827 in 2018 to $66,500 in 2019 and during the nine months ended September 30 from $317,709 in 2018 to $245,207 in 2019 due primarily to the elimination of $60,000 in monthly consulting fees to a media consulting firm.

Professional fees decreased during the three months ended September 30 from $39,486 in 2018 to $37,100 in 2019 and during the nine months ended September 30 from $259,428 in 2018 to $163,569 in 2019. Both decreases were due primarily to the elimination of the overlapping costs to change accounting firms and the elimination of legal fees associated with the SEC settlement.

Research and development expenses decreased during the three months ended September 30 from $12,891 in 2018 to $10,000 in 2019 due to move from development to finalization of the first production-run vehicle. During the nine months ended September 30, research and development expenses decreased from $447,477 in 2018 to $57,102 in 2019 due to the Company moving from the development of its products to the commercialization of its products.

General and administrative expense decreased during the three months ended September 30 from $161,153 in 2018 to $48,945 in 2019 and during the nine months ended September 30, general and administrative expense decreased from $310,371 in 2018 to $198,643 in 2019 due to less spending on travel, advertising and sales promotion.

Other Income and Expense

Interest expense decreased during the three months ended September 30 from $713,515 in 2018 to $518,271 in 2019 and during the nine months ended September 30 from $1,685,107 in 2018 to $1,588,457 in 2019 due to a reduction in derivative liability and related debt discounts.

Net Loss and Noncontrolling interest

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

Liquidity and Capital Resources

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

Working capital is the amount by which current assets exceed current liabilities. The Company had negative working capital of $5,746,931 and $4,643,956, respectively, at September 30, 2019 and December 31, 2018. The increase in negative working capital was primarily due to an increase in the derivative liability and the current portion of long term debt.

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February Convertible Note – On February 19, 2018, the Company entered into a convertible note agreement. CoolTech issued 2,000,000 inducement shares of restricted common stock and received $350,000, with an original issue discount of $35,000 in lieu of interest, for a total amount of $385,000 due on September 19, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

On October 26, 2018, Lucas Hoppel signed an amendment to the note which extended the maturity date to January 1, 2019 and then again until May 1, 2019. All other terms and conditions remained the same.

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

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

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

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

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

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

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

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

August Convertible Note -- On August 28, 2019, the Company entered into a convertible note agreement. It received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on August 28, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.On August 29, 2019, the Company issued 604,839 shares of common stock to Power Up Lending Group Ltd. upon partial conversion of $15,000 on convertible debt with a principal of $140,000 and 200 days of 8% annual interest. After the conversion, the principal balance remaining totals $95,000.

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

Off Balance Sheet Arrangements

Currently, the Company has no off-balance sheet arrangements.

Cash Flows

Cash flows from operating, investing and financing activities were as follows:

	Nine months ended September 30,
	2019			2018
Net cash used in operating activities	$	(1,137,416	)	$	(1,826,997	)
Net cash used in investing activities		(49,090	)		(19,108	)
Net cash provided by financing activities		1,162,274			2,370,406

Net cash used in operating activities decreased as a result of lower spending on research and development. CoolTech’s investing activity relates to the development of patents in both years. Cash provided by financing activities included debt borrowings of $1,674,580 and $2,260,000, respectively, during 2019 and 2018.

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

Management believes the Company’s funds are insufficient to provide for its projected needs for operations for the next 12 months. They are currently negotiating additional non-dilutive funding to support production of completed systems and vehicles. As of the date of this filing, the funds to support production are not in place.

Going Concern

The Company has incurred net losses of $51,808,170 since inception and have not fully commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on the its ability to raise capital, generate revenue, achieve profitable operations and repay its obligations when they come due. As of the issuance date of these condensed consolidated financial statements, management is negotiating additional nondilutive funding arrangements to support completion of the initial phases of the Company’s business plan: to license its thermal technologies and applications, including submersible drypit applications and to license and sell mobile generation retrofit kits driven by CoolTech proprietary gearing system. There can be no assurance, however, that the Company will be successful in accomplishing these objectives

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Critical Accounting Estimates

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

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

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

Evaluation of Disclosure Controls and Procedures

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

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

Going forward, Cool Technologies intends to evaluate its processes and procedures and, where practicable, implement changes in order to have more effective controls over financial reporting.

Changes in Internal Control over Financial Reporting

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

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Part II. Other Information

Item 1. Legal Proceedings

Securities and Exchange Commission Settlement

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

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

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

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

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

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SIGNATURES

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

	Cool Technologies, Inc.


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

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

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Part I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

Part II – OTHER INFORMATION

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