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 ☒ 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 ☒ No ☐

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

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

As of ~~November 12, 2021,~~August 16, 2022, there were ~~586,975,708~~615,713,735 shares of common stock, $0.001 par value, issued and outstanding.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events, conditions or financial performance forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential sales and revenues; acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

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

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

	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash	$	301,934		$	33		$	14,300		$	72,391
Inventory		253,539			179,593			433,511			421,003
Prepaid expenses and other assets		506,473			0			344,250			344,250
Total current assets		1,061,946			179,626			792,061			837,644
Intangibles		258,863			233,942			287,230			261,838
Equipment, net		42,321			57,211			27,431			37,358
Total assets	$	1,363,130		$	470,779		$	1,106,722		$	1,136,840

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,367,484		$	1,473,513		$	1,479,191		$	1,347,551
Accrued interest payable		973,858			763,641			1,393,528			1,105,490
Accrued liabilities – related party		934,686			1,143,235			959,936			908,875
Accrued payroll taxes								289,904			257,698
Customer deposits – related party		400,000			400,000			400,000			400,000
Accrued payroll taxes		259,707			106,742
Debt, current portion, net of debt discount		3,918,247			2,938,836			3,997,952			4,012,639
Derivative liability		210,313			396,143			215,074			175,915
Total current liabilities		8,064,295			7,222,110			8,735,585			8,208,168

Debt, long-term portion		35,343			37,581			20,050			30,693
Total liabilities		8,099,638			7,259,691			8,755,635			8,238,861

Commitments and contingencies (Note 5)

Stockholders’ equity (deficit):
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 issued and outstanding		0			0
Preferred stock Series B, $.001 par value; 3,636,360 shares authorized; 2,727,270 issued and outstanding		2,727			2,727
Common stock, $.001par value; 1,000,000,000 shares authorized; 581,089,192 and 508,674,682 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		581,089			508,675
Preferred stock Series A, $0.001 par value; 410 shares authorized; 3 issued and outstanding								0			0
Preferred stock Series B, $0.001 par value; 3,636,360 shares authorized; 2,727,270 issued and outstanding								2,727			2,727
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 611,548,958 and 587,887,192 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								611,549			587,887
Additional paid-in capital		51,444,372			48,520,062			52,171,466			51,573,534
Common stock issuable		58,670			58,670			58,670			58,670
Common stock held in escrow		8,441			8,441			8,441			8,441
Accumulated deficit		(58,775,275	)		(55,830,210	)		(60,444,181	)		(59,276,748	)
Non-controlling interest		(56,532	)		(57,277	)		(57,585	)		(56,532	)
Total stockholders’ deficit		(6,736,508	)		(6,788,912	)		(7,648,913	)		(7,102,021	)

Total liabilities and stockholders’ deficit	$	1,363,130		$	470,779		$	1,106,722		$	1,136,840

See accompanying notes to condensed consolidated unaudited financial statements.

	Three months ended September 30						Nine months ended September 30						Three months ended June 30						Six months ended June 30
	2021			2020			2021			2020			2022			2021			2022			2021

Revenues	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Cost of revenues		0			0			0			0			0			0			0			0
Gross profit		0			0			0			0			0			0			0			0

Operating expenses
Consulting		120,125			60,000			354,341			173,000			155,894			129,716			236,894			234,216
Payroll and related expenses		99,971			102,484			275,840			268,642			88,862			86,790			178,359			175,869
Professional fees		45,266			83,975			224,240			183,084			38,660			102,911			131,877			178,974
General and administrative		26,003			17,256			50,332			30,709			32,252			14,181			58,048			24,329
Research and development		4,963			3,797			14,890			14,105			4,963			4,964			9,927			9,927
Total operating expenses		296,328			267,512			919,643			669,540			320,631			338,562			615,105			623,315

Operating loss		(296,328	)		(267,512	)		(919,643	)		(669,540	)		(320,631	)		(338,562	)		(615,105	)		(623,315	)

Other income (expense):
Interest expense		(390,419	)		(301,182	)		(1,340,458	)		(1,190,582	)
Interest expense, net														(141,638	)		(462,091	)		(387,302	)		(950,039	)
Change in fair value of derivative liability		24,234			127,186			(737,182	)		(46,679	)		(115,167	)		142,172			(151,584	)		(761,416	)
Gain on settlement of debt		52,963			0			52,963			0
Loss on settlement of debt														(14,495	)		0			(14,495	)		0

Net loss		(609,550	)		(441,508	)		(2,944,320	)		(1,906,801	)		(591,931	)		(658,481	)		(1,168,486	)		(2,334,770	)
Less: Noncontrolling interest in net loss		(328	)		(190	)		(168	)		(715	)		1,221			168			1,053			496

Net loss to shareholders	$	(609,222	)	$	(441,318	)	$	(2,944,152	)	$	(1,906,086	)	$	(590,710	)	$	(658,313	)	$	(1,167,433	)	$	(2,334,274	)

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

Weighted average common shares outstanding:
Basic and diluted		578,179,773			421,676,611			563,695,497			384,569,242			604,983,206			570,430,373			597,868,889			556,333,323

	Preferred Stock				Common Stock				Additional Paid-in			Common Stock		Common Stock Held in		Accumulated			Non- Controlling						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			Shares		Amount		Shares		Amount		Capital			Issuable		Escrow		Deficit			Interest			Total
June 30, 2020		2,727,273	$	2,727		421,676,611	$	421,677	$	47,358,001		$	58,670	$	8,441	$	(54,572,208	)	$	(56,889	)	$	(6,779,581	)
Stock issued with debt		-		0		1,000,000		1,000		17,000			0		0		0			0			18,000

Balance, March 31, 2021																										2,727,273		2,727		564,094,174		564,095		50,756,190			58,670		8,441		(57,507,163	)		(56,613	)		(6,173,653	)
Stock issued for services																										-		0		45,571		45		1,905			0		0		0			0			1,950
Debt converted																										-		0		10,463,410		10,463		423,259			0		0		0			0			433,722
Warrants exercised																										-		0		2,195,122		2,195		(2,195	)		0		0		0			0			0
Warrants issued for services																										-		0		-		0		4,756			0		0		0			0			4,756
Net loss		-		0		-		0		0			0		0		(441,508	)		0			(441,508	)		-		0		-		0		0			0		0		(658,481	)		0			(658,481	)
Noncontrolling interest		-		0		-		0		0			0		0		190			(190	)		0			-		0		-		0		0			0		0		168			(168	)		0
September 30, 2020		2,727,273	$	2,727		422,676,611	$	422,677	$	47,375,001		$	58,670	$	8,441	$	(55,013,526	)	$	(57,079	)	$	(7,203,089	)
Balance, June 30, 2021																										2,727,273		2,727		576,798,277		576,798		51,183,915			58,670		8,441	$	(58,165,476	)	$	(56,781	)	$	(6,391,706	)

June 30, 2021		2,727,273	$	2,727		576,798,277	$	576,798	$	51,183,915		$	58,670	$	8,441	$	(58,165,476	)	$	(56,781	)	$	(6,391,706	)
Balance, March 31, 2022																										2,727,273	$	2,727		600,011,840	$	600,012	$	51,902,978		$	58,670	$	8,441	$	(59,853,471	)	$	(56,364	)	$	(7,337,007	)
Debt converted		-		0		4,290,915		4,291		260,457			0		0		0			0			264,748			-		0		10,037,118		10,037		244,938			0		0		0			0			254,975
Stock issued for debt																										-		0		1,500,000		1,500		23,550			0		0		0			0			25,050
Warrants issued for services																										-		0		-		0		0			0		0		0			0			0
Net loss		-		0		-		0		0			0		0		(609,550	)		0			(609,550	)		-		0		-		0		0			0		0		(591,931	)		0			(591,931	)
Noncontrolling interest		-		0		-		0		0			0		0		(249	)		249			0			-		0		-		0		0			0		0		1,221			(1,221	)		0
September 30, 2021		2,727,273	$	2,727		581,089,192	$	581,089	$	51,444,372		$	58,670	$	8,441	$	(58,775,275	)	$	(56,532	)	$	(6,736,508	)
Balance, June 30, 2022																										2,727,273	$	2,727		611,548,958	$	611,549	$	52,171,466		$	58,670	$	8,441	$	(60,444,181	)	$	(57,585	)	$	(7,648,913	)

December 31, 2019		2,727,273	$	2,727		267,450,017	$	267,450	$	46,265,016		$	58,670	$	8,441	$	(53,107,440	)	$	(56,364	)	$	(6,561,500	)
Warrants issued with debt		-		0		-		0		12,654			0		0		0			0			12,654
Debt converted		-		0		154,226,594		154,227		1,080,331			0		0		0			0			1,234,558
Stock issued with debt		-		0		1,000,000		1,000		17,000			0		0		0			0			18,000
Net loss		-		0		-		0		0			0		0		(1,906,801	)		0			(1,906,801	)
Noncontrolling interest		-		0		-		0		0			0		0		715			(715	)		0
September 30, 2020		2,727,273	$	2,727		422,676,611	$	422,677	$	47,375,001		$	58,670	$	8,441	$	(55,013,526	)	$	(57,079	)	$	(7,203,089	)

December 31, 2020		2,727,273	$	2,727		508,674,682	$	508,675	$	48,520,062		$	58,670	$	8,441	$	(55,830,210	)	$	(57,277	)	$	(6,788,912	)
Balance, December 31, 2020																										2,727,273		2,727		508,676,682		508,675		48,520,062			58,670		8,441		(55,830,210	)		(57,277	)		(6,788,912	)
Sale of common shares		-		0		2,500,000		2,500		22,500			0		0		0			0			25,000			-		0		2,500,000		2,500		22,500			0		0		0			0			25,000
Stock issued with debt		-		0		10,000,000		10,000		487,000			0		0		0			0			497,000			-		0		10,000,000		10,000		487,000			0		0		0			0			497,000
Stock issued for services		-		0		45,471		45		1,905			0		0		0			0			1,950			-		0		45,571		45		1,905			0		0		0			0			1,950
Warrants issued with debt		-		0		-		0		70,133			0		0		0			0			70,133			-		0		-		0		70,133			0		0		0			0			70,133
Debt converted		-		0		57,673,917		57,674		2,340,211			0		0		0			0			2,397,885			-		0		53,383,002		53,383		2,079,754			0		0		0			0			2,133,137
Warrants exercised		-		0		2,195,122		2,195		(2,195	)		0		0		0			0			0			-		0		2,195,122		2,195		(2,195	)		0		0		0			0			0
Warrants issued for services		-		0		-		0		4,756			0		0		0			0			4,756			-		0		-		0		4,756			0		0		0			0			4,756
Net loss		-		0		-		0		0			0		0		(2,944,320	)		0			(2,944,320	)		-		0		-		0		0			0		0		(2,334,770	)		0			(2,334,770	)
Noncontrolling interest		-		0		-		0		0			0		0		(745	)		745			0			-		0		-		0		0			0		0		(496	)		496			0
September 30, 2021		2,727,273	$	2,727		581,089,192	$	581,089	$	51,444,372		$	58,670	$	8,441	$	(58,775,275	)	$	(56,532	)	$	(6,736,508	)
Balance, June 30, 2021																										2,727,273		2,727		576,798,277		576,798		51,183,915			58,670		8,441		(58,165,476	)		(56,781	)		(6,391,706	)

Balance, December 31, 2021																										2,727,273	$	2,727		587,887,192	$	587,887	$	51,573,534		$	58,670	$	8,441	$	(59,276,748	)	$	(56,532	)	$	(7,102,021	)
Stock issued with debt																										-		0		1,500,000		0		0			0		0		0			0			0
Debt converted																										-		0		22,161,766		23,662		597,932			0		0		0			0			621,594
Net loss																										-		0		-		0		0			0		0		(1,168,486	)		0			(1,168,486	)
Noncontrolling interest																										-		0		-		0		0			0		0		1,053			(1,053	)		0
Balance, June 30, 2022																										2,727,273	$	2,727		611,548,958	$	611,549	$	52,171,466		$	58,670	$	8,441	$	(60,444,181	)	$	(57,585	)	$	(7,648,913	)

	Nine months ended September 30,						Six months ended June 30,
	2021			2020			2022			2021
Operating Activities:
Net loss	$	(2,944,320	)	$	(1,906,801	)	$	(1,168,486	)	$	(2,334,770	)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrants issued for services		4,756			0			0			4,756
Stock issued for services		1,950			0			0			1,950
Loss on settlement								14,495			0
Non-cash interest expense		463,023			0			229,297			452,831
Change in fair value of derivative liability		737,182			55,784			151,584			761,416
Amortization of debt discount		671,933			902,680			0			409,444
Forgiveness of PPP loan		(52,963	)		0
Depreciation expense		14,890			14,105			9,927			9,927
Changes in operating assets and liabilities:
Inventory		(73,946	)		(29,849	)		(12,508	)		(68,353	)
Prepaid assets		(181,473	)		5,000			0			(163,002	)
Accounts payable		(106,029	)		118,420			117,145			(135,017	)
Accrued liabilities – related party								51,061			(217,662	)
Accrued interest payable		190,403			275,127			155,667			88,259
Accrued liabilities – related party		(208,549	)		208,937
Accrued payroll taxes		152,965			46,000			32,206			118,961
Net cash from operating activities		(1,330,178	)		(310,597	)		(419,612	)		(1,071,260	)

Investing Activities:
Intangible assets		(24,921	)		(20,413	)		(25,392	)		(19,501	)
Net cash from investing activities		(24,921	)		(20,413	)		(25,392	)		(19,501	)

Financing Activities:
Proceeds from debt		1,632,000			384,800			398,000			1,405,000
Payments on debt		0			(60,146	)		(11,087	)		(14,565	)
Proceeds from sale of common stock		25,000			0			0			25,000
Net cash from financing activities		1,657,000			324,654			386,913			1,415,435

Net increase (decrease) in cash		301,901			(6,356	)
Net (decrease) increase in cash								(58,091	)		324,674

Cash, beginning of period		33			15,306			72,391			33

Cash, end of period	$	301,934		$	8,950		$	14,300		$	324,707

Cash paid for:
Interest	$	34,745		$	12,775		$	13,998		$	34,745
Income taxes	$	0		$	0		$	0		$	0

Non-cash investing and financing activities:
Debt and interest settled for common stock	$	2,397,885		$	1,234,558		$	596,544		$	2,133,137
Stock and warrants issued with debt		567,133			30,654			25,050			567,133
Derivative liability offset by debt discount		592,074			347,437			159,259			383,116

See accompanying notes to condensed consolidated unaudited financial statements.

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

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

The Company’s technologies can be divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology.

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

The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can help increase the efficiency and positively ~~effect~~affect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles. The markets for products utilizing the technologies include consumer, industrial, agricultural and military markets, both in the U.S. and worldwide.

As of ~~September~~June 30, ~~2021,~~2022, we have seven US patents, two Canadian patents, one Mexican patent, one allowed Brazilian patent and ~~two~~one pending ~~applications (1 in the~~ US ~~1 in Brazil)~~patent application covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as “thermal” or “heat dispersion technology”). Cool Technologies also has a pending Patent Cooperation Treaty (“PCT”) application that covers integrated electrical power generation methods and systems.

The accompanying condensed consolidated financial statements as of ~~September~~June 30, ~~2021~~2022, have been derived from unaudited financial ~~statements.~~information. 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 consolidated financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information.

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

Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of ~~$58,775,275~~$60,444,181 since inception and has not commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due and raising additional capital. There cannot be any assurance that the Company will ever generate revenue or even if it does generate revenue that it will achieve profitable operations. Furthermore, no assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

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

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.

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

	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Notes payable	$	2,322,238		$	2,639,500		$	1,412,471		$	1,236,000
Notes payable in default								1,078,500			1,078,500
Convertible notes payable		1,643,000			319,000			1,573,500			1,610,750
PPP Loan		0			52,612
Vehicle financing		42,703			55,918			33,840			44,927
Related party advances		48,537			49,887
Note payable – related party								45,463			42,462
Note payable – UPT minority owner		110,000			110,000			100,000			100,000
		4,166,478			3,226,917			4,243,774			4,112,639
Debt discount		(212,888	)		(250,500	)		(225,772	)		(69,307	)
		3,953,590			2,976,417			4,018,002			4,043,332
Less: current portion		(3,918,247	)		(2,938,836	)		3,997,952			4,012,639
Long-term portion	$	35,343		$	37,581		$	20,050		$	30,693

From September 5 – 7, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

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

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

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

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

On October 26, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2019, the Company and the investor signed an amendment to the agreement extending the maturity date for seven months. On November 20, 2020, they signed another amendment to the agreement in which they agreed that in the event there are any amounts outstanding under the Note on January 1, 2021, the investor shall be able to convert, any amounts outstanding under the Note into shares of common stock, at a conversion price of seventy one percent of the lowest Volume Weighted Average Price (VWAP) over the previous ten trading days prior to the delivery of a conversion notice. OnThe investor subsequently converted all amounts outstanding in a series of three conversions on January 20 ~~2021, the Company issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $137,385 on convertible debt~~ and ~~interest of $333,938. On January~~ 22, ~~2021, the Company issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $137,385 on convertible debt~~ and ~~interest of $333,938. On~~ February 3, 2021, the Company issued 2,653,125 shares of common stock to LGH Investments, LLC upon final conversion of $38,205 (minus an adjustment of $20,963 for a previous conversion overage) on convertible debt and interest of $333,938.2021.

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

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

On March 18, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the Company defaulted on the note payable. ~~The principal and interest as of May 19, 2020, total $317,038.~~ As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

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

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

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

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

On August ~~23,~~21, 2021, the Company received a letter from Bank of America stating that the ~~requested forgiveness~~SBA (Small Business Administration) had ~~been approved by~~forgiven the ~~Small Business Administration~~PPP Loan and the ~~outstanding loan~~forgiven amount had been remitted to Bank of America. ~~Therefore, as of September 30, 2021, the outstanding balance was $0.~~

On June 29, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. As additional compensation, the investor received cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. In the event of a default, the investor may, upon written notice to the Company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the Company has not received a notice of default.

~~September Convertible Note~~ -- On ~~September 15,~~July 3, 2020, the Company ~~signed~~entered into a ~~promissory note agreement~~Promissory Note Agreement with an accredited investor. It ~~issued 1,000,000 inducement shares of restricted common stock and~~ received ~~$60,000~~$85,000 after an original issue discount of ~~$6,000, plus 3% interest or $1,980.~~$8,500 in lieu of interest. The total amount of ~~$67,980 will be~~$93,500 was due on April 15, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date.August 3, 2020. In the event of default, the outstanding balance will ~~increase~~accrue interest of either 18% or the maximum rate permitted by ~~25% and a daily penalty of $100 will accrue~~law until the default is remedied. ~~On March 17, 2021, Cool Technologies issued 3,468,367 shares~~As of ~~common stock to LGH Investments, LLC upon conversion~~the filing date, the Company has not received a notice of ~~$67,980and the note was retired.~~default.

~~October Convertible Note~~ -- On ~~October 8, 2020,~~June 9, 2022, the Company signed a promissory note agreement with an accredited investor. It issued 1,000,000 inducement shares of restricted common stock and received $58,000 after an original issue discount of $6,000 and payment of $2,000 in legal fees. The total amount of $66,000 will be due on October 8, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be convertedentered into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and the interest rate will increase to 18% until the default is remedied. On April 23, 2021, Cool Technologies issued 911,197 shares of common stock to JSJ Investments, Inc. upon partial conversion of $35,000. On April 27, 2021, Cool Technologies issued 880,675 shares of common stock to JSJ Investments, Inc. upon conversion of $33,828 and the note was retired.

~~October Convertible Note~~ ~~-- On October 30, 2020, the Company signed~~ a promissory note agreement with an accredited investor. It issued 1,500,000 inducement shares of restricted common stock as additional consideration and received $45,000 after an original issue discount of $5,000. The total amount of $50,000 plus 3% interest or $1,500 will be due on May 30, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a conversion price of $0.01. 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 3, 2021, Cool Technologies issued 5,150,000 shares of common stock to LGH Investments, LLC upon conversion of $51,500 and the note was retired.

~~November Convertible Note~~ -- On November 18, 2020, the Company signed a promissory note agreement with an accredited investor. It received $130,000 after an original issue discount of $7,000. The total amount of $137,000will be due on November 18, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On May 24, 2021, Cool Technologies issued 1,798,561 shares of common stock to LGH Investments, LLC upon partial conversion of $75,000. On May 25, 2021, Cool Technologies issued 1,723,077 shares of common stock to LGH Investments, LLC upon conversion of $67,200 and the note was retired.

~~January Convertible Note~~ ~~-- On January 18, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued 2,000,000inducement~~commitment shares of restricted common stock and received ~~$120,000~~$150,000 after an original issue discount of ~~$12,000 in lieu of interest.~~$26,471. The total amount due encompasses principal of ~~$132,000~~$176,471 plus 3%guaranteed interest ~~or $3,960 will be due~~at 10% per annum for 12 months. Payments on ~~October 18, 2021. After 180 days, at~~principal and guaranteed interest begin on November 9, 2022 for seven equal installments of $27,731 until paid in full no later than June 9, 2023, the ~~holder’s option, a~~maturity date. A portion or all of the ~~unpaid~~ principal amount and guaranteed interest may be ~~converted into shares of common stock~~pre-paid at ~~a fixed price of $0.02 per share.~~any time without penalty or premium. In the event of default, the ~~outstanding balance~~interest rate will increase to 18% or the maximum rate permitted by ~~25%~~law and ~~a daily penalty of $100 will accrue until the default is remedied. As of September 30, 2021, the remaining balance totaled $132,000.~~

~~February Convertible Note~~ ~~-- On February 4, 2021, the Company signed a promissory note agreement with an accredited investor. It received $70,000 after an original issue discount of $4,000 and reimbursement of $3,000~~shall be applied to ~~cover the investor’s legal fees. The total amount of $77,000 will be due on February 4, 2022. After 180 days, at the holder’s option, a portion or~~ all ~~of the~~ unpaid principal and ~~interest may~~interest. At the note holder’s election, the default amount shall be immediately due and payable in cash or converted into shares of the Company’s common ~~stock at a 29% discount to~~stock. The conversion price of this note is 90% of the lowest VWAP during the 10ten trading days ~~preceding~~before the ~~conversion date. In~~conversion. Unlike convertible notes, the principal and guaranteed interest are only convertible following an event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On August 10, 2021, Cool Technologies issued 1,108,647 shares of common stock to Power Up Lending Group, Ltd. upon partial conversion of $50,000. On August 11, 2021, Cool Technologies issued 765,217 shares of common stock to Power Up Lending Group, Ltd. upon final conversion of $29,920 and the note was retired.default.

February Convertible Note -- On February 25, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued 2,000,000 inducement shares of restricted common stock and received $150,000 after an original issue discount of $15,000 in lieu of interest. The total amount of $165,000 plus 3% interest or $4,950 will be due on November 25, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a fixed price of $0.025 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 November 22, 2021, the investor signed an amendment to the agreement extending the maturity date until March 31, 2022. On March 30, 2022, the investor signed an amendment to the agreement extending the maturity date until April 30, 2022. On April 29, 2022, the investor signed an amendment to the agreement extending the maturity date until May 30, 2022. On May 29, 2022, the investor signed an amendment to the agreement extending the maturity date until August 30, 2022. As of ~~September~~June 30, ~~2021,~~2022, the remaining balance totaled ~~$165,000.~~$169,950.

~~March Convertible Note~~ -- On March 12, 2021, the Company signed a promissory note agreement with an accredited investor. It received $65,000 after an original issue discount of $3,700 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $71,700 will be due on March 12, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date.In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On September 16, 2021, Cool Technologies issued 1,639,344 shares of common stock to Power Up Lending Group, Ltd. upon partial conversion of $50,000. On September 17, 2021, Cool Technologies issued 777,707 shares of common stock to Power Up Lending Group, Ltd. upon final conversion of $24,420 and the note was retired.

March Convertible Note -- On March 24, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued two sets of commitment shares: a block of 500,000 and a block of 2,500,000 shares of restricted common stock as well as warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. In return, the Company received $250,000 after an original issue discount of $25,000 in lieu of interest. The total amount of $275,000 plus 8% interest or $22,000 will be due on December 24, 2021. After 60 days, if the note has not been paid in full, the investor will have the right to purchase up to 6 million additional warrant shares. 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 fixed price of $0.055 per share. If the note is repaid by the maturity date, the investor will forfeit the block of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is remedied. On December 21, 2021, the investor signed an amendment to the agreement extending the maturity date until March 31, 2022. On March 30, 2022, the investor signed an amendment to the agreement extending the maturity date until April 30, 2022. On April 29, 2022, the investor signed an amendment to the agreement extending the maturity date until May 30, 2022. On May 29, 2022, the investor signed an amendment to the agreement extending the maturity date until August 30, 2022. As of ~~September~~June 30, ~~2021,~~2022, the remaining balance totaled ~~$275,000.~~$297,000.

March Convertible Note -- On March 24, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued two sets of commitment shares: a block of 500,000 and a block of 2,500,000 shares of restricted common stock as well as warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. In return, the Company received $750,000 after an original issue discount of $75,000 in lieu of interest. The total amount of $825,000 plus 8% interest or $66,000 will be due on December 24, 2021. After 60 days, if the note has not been paid in full, the investor will have the right to purchase up to 2 million additional warrant shares. 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 fixed price of $0.055 per ~~share.If~~share. If the note is repaid by the maturity date, the investor will forfeit the block of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is remedied. On December 21, 2021, the investor signed an amendment to the agreement extending the maturity date until March 31, 2022. On March 30, 2022, the investor signed an amendment to the agreement extending the maturity date until April 30, 2022. On April 29, 2022, the investor signed an amendment to the agreement extending the maturity date until May 30, 2022. On May 29, 2022, the investor signed an amendment to the agreement extending the maturity date until August 30, 2022. As of ~~September~~June 30, ~~2021,~~2022, the remaining balance totaled ~~$825,000.~~$891,000.

August Convertible Note – On August 16, 2021, the Company signed a promissory note agreement with an accredited investor. It received $125,000 after an original issue discount of $7,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $135,000 will be due on August 16, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. AsOn February 24, 2022, the Company issued 2,500,000 shares of ~~September 30, 2021,~~common stock to Power Up Lending Group, Ltd upon conversion of $50,000 on principal of $135,000. On February 25, 2022, the ~~remaining balance totaled~~Company issued 1,750,000 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000 on principal of $135,000. On February 28, 2022, the Company issued 980,392 shares of common stock to Power Up Lending Group, Ltd upon conversion of $20,000 on principal of $135,000. On March 4, 2022, the Company issued 1,208,791 shares of common stock to Power Up Lending Group, Ltd upon conversion of $22,000 on principal of $135,000. On March 7, 2022, the Company issued 790,361 shares of common stock to Power Up Lending Group, Ltd. upon final conversion of $8,000 on principal of $135,000 and $5,120 in accrued interest. The note was then retired.

September Convertible Note -- On September 21, 2021, the Company signed a promissory note agreement with an accredited investor. It received $102,000 after an original issue discount of $6,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $111,000 will be due on September 21, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On March 22, 2022, the Company issued 2,447,552 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000 on principal of $111,000. On March 29, 2022, the Company issued 2,447,552 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000 on principal of $111,000. On April 18, 2022, the Company issued 3,798,319 shares of common stock to Power Up Lending Group, Ltd upon conversion of $41,200 in principal and $4,200 in accrued interest . The note was then retired.

November Convertible Note -- On November 22, 2021, the Company signed a promissory note agreement with an accredited investor. It received $60,000 after an original issue discount of $3,750 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $66,750 will be due on November 22, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On May 31, 2022, the Company issued 1,652,893 shares of common stock to Power Up Lending Group, Ltd upon conversion of $20,000 on principal of $66,750. On June 6, 2022, the Company issued 2,252,252 shares of common stock to Power Up Lending Group, Ltd upon conversion of $21,750 on principal of $66,750. On June 15, 2022, the Company issued 2,233,654 shares of common stock to Power Up Lending Group, Ltd upon final conversion of $21,750 in principal and $2,520 in accrued interest. The note was then retired.

December Convertible Note -- On December 20, 2021, the Company entered into a convertible note agreement with an accredited investor. It received $33,000 after an original issue discount of $3,000 in lieu of interest. The total amount of $30,000 plus 3% interest or $990 will be due on September 20, 2022. 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 fixed price of $0.02 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. As of ~~September~~June 30, ~~2021,~~2022, the remaining balance totaled ~~$111,000.~~$33,000.

February Convertible Note -- On February 1, 2022, the Company signed a promissory note agreement with an accredited investor. It received $50,000 after an original issue discount of $3,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $56,000 will be due on February 1, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. As of June 30, 2022, the remaining balance totaled $56,000.

March Convertible Note -- On March 4, 2022, the Company signed a promissory note agreement with an accredited investor. It received $55,000 after an original issue discount of $3,500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $61,500 will be due on March 4, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. As of June 30, 2022, the remaining balance totaled $61,500.

March Convertible Note -- On March 21, 2022, the Company signed a promissory note agreement with an accredited investor. It received $55,000 after an original issue discount of $3,500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $61,500 will be due on March 21, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. As of June 30, 2022, the remaining balance totaled $61,500.

April Convertible Note -- On April 25, 2022, the Company signed a promissory note agreement with an accredited investor. It received $55,000 after an original issue discount of $3,500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $61,500 will be due on April 25, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. As of June 30, 2022, the remaining balance totaled $61,500.

May Convertible Note -- On May 23, 2022, the Company signed a promissory note agreement with an accredited investor. It received $30,000 after an original issue discount of $2,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $35,000 will be due on May 23, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. As of June 30, 2022, the remaining balance totaled $35,000.

In July 2018, CoolTech ~~traded-in~~traded in one test vehicle and purchased another bearing an interest rate of 9.92% payable monthly over 6 years.

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

~~As of September 30, 2021, the total amount owed for the vehicles is $42,703.~~

A promissory note is held by the 5% minority owner of UPT. The terms of the note have not been finalized. ~~As of September 30, 2021, the outstanding balance was $110,000.~~

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

	Number of Warrants		Weighted- average Exercise Price		Weighted- average Remaining Life (Years)		Aggregate Intrinsic Value		Number of Warrants		Weighted- average Exercise Price		Weighted- average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2020		23,467,717	$	0.04		3.1	$	36,800
Outstanding, December 31, 2021										25,600,000	$	0.05		2.3	$	170,400
Granted		2,000,000		0.10		--		--		-				-		-
Forfeited or expired		--		--		--		--		-				-		-
Exercised		--		--		--		--		-		-		-		-
Outstanding, September 30, 2021		25,467,717		0.05		2.5		172,479
Exercisable, September 30, 2021		25,467,717	$	0.05		2.5	$	172,479
Outstanding, June 30, 2022										25,600,000		0.05		1.8		54,800
Exercisable, June 30, 2022										25,600,000	$	0.05		1.8	$	54,800

The note payable - related party, ~~advances,~~ in the amount of ~~$48,537 at September~~$45,463 as of June 30, ~~2021, and $49,887 at December 31, 2020, are~~2022, is held by two of the Company’s officers and ~~relate~~relates to unreimbursed ~~expenses which carry no interest and are due on demand.~~expenses.

The note payable - UPT minority owner, in the amount of ~~$110,000 at September 30, 2021 and December 31, 2020,~~$100,000, is held by the 5% minority owner of UPT. The terms of the note have not been finalized.

Year ending December 31,

2021	$	4,131,135
2022		14,234	$	4,223,724
2023		14,234		17,971
2024		6,875		2,079
	$	4,166,478	$	4,243,774

Under the terms of the ~~August 16, 2021,~~February 2022, March 2022, April 2022 and ~~September 21, 2021~~May 2022 Convertible Notes, the Company identified derivative instruments arising from embedded conversion features.

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

	Nine Months Ended September 30, 2021										Six Months Ended June 30, 2021
	Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3			Total
Convertible debt and other derivative liabilities at December 31, 2020	$	--	$	--	$	396,143		$	396,143		$	0	$	0	$	396,143		$	396,143
Conversions of convertible debt		--		--		(1,518,278	)		(1,518,278	)		0		0		(1,404,678	)		(1,404,678	)
Issuance of convertible debt and other derivatives		--		--		595,266			595,266			0		0		383,116			383,116
Change in fair value		--		--		737,182			737,182			0		0		761,416			761,416
Convertible debt and other derivative liabilities at September 30, 2021	$	--	$	--	$	210,313		$	210,313
Convertible debt and other derivative liabilities at June 30, 2021											$	0	$	0	$	135,997		$	135,997

On September 20, 2018, the ~~SEC~~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. As of ~~the date of this filing, the Company~~June 30, 2022 and December 31, 2021, $50,000 is still ~~owes the SEC $50,000,~~due, which is included within accounts payable on the condensed consolidated balance sheets.

Cool Technologies’ subsidiary Ultimate Power Truck, LLC (“UPT”) is in pending litigation (PGC Investments, LLC, et al. v. Ultimate Power Truck, LLC, in the Circuit Court for the Sixth Judicial Circuit, Pinellas County, Florida). The litigation is a commercial landlord-tenant action wherein the Plaintiffs seek damages for nonpayment of rent arising out of a commercial lease agreement for which UPT was the tenant. The plaintiffs claim that UPT did not pay approximately $80,000 during the lease term. UPT is contesting the damages claim because it has paid the rent the plaintiff claims it owes. The matter is still in its initial stages. No amounts have been recorded as loss contingencies. No discovery has been conducted and there is no trial date. The plaintiffs are attempting to namealso named Cool Technologies as a ~~defendant.~~defendant in the amended and second amended complaint. Cool Technologies has moved to dismiss the second amended complaint for lack of personal jurisdiction and failure to state a cause of action, which remain pending. On July 7, 2022, the parties entered into a settlement agreement. As per the agreement, Cool Technologies must pay Dennis Campbell and PGC Investments $25,000 within 5 business days of the effective date (July 7, 2022), another $25,000 on or before September 30, 2022, and 50,000 unregistered shares of the Company’s common stock on or before September 30, 2022. After delivery of all funds and shares, it is anticipated that the litigation will be dismissed in late September or early October 2022.

~~There is also a potential arbitration claim by~~ PGC Investments, LLC has also initiated an AAA arbitration proceeding against Cool Technologies seeking damages in the amount of $360,500 for breach of contract and breach of the implied covenant of good faith and fair dealing. The ~~Company vigorously disputes that~~parties have entered into a settlement agreement in conjunction with the Pinellas County litigation, and ~~believes~~ it ~~has~~is anticipated the ~~documentation~~arbitration will also be dismissed in late September or early October 2022.

All expenses related to the UPT litigation and ~~evidence to prevail.~~arbitration have been accrued under accounts payable.

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 escrowed, will not have a material adverse effect on the consolidated results of operations, financial position, or cash flow.

Cool Technologies has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as of ~~September~~June 30, ~~2021.~~2022.

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

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

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

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

The holder of any shares of Class B Preferred Stock ~~have~~has 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.

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, 2021 and December 31, 2020, 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 17shares of Series A preferred stock into 850,000 shares of common stock.~~ KHIC, Inc.~~, a related party~~ holds the remaining 3 shares of Series A Preferred Stock. Each share of Series A Preferred Stock (“Preferred Stock”) is convertible into 50,000 shares of common stock. Each share of preferred stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of preferred stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the “Certificate of Designation”), and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share).

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

Common stock issuable on the condensed consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021 the number of shares of common stock to be issued was the same: 494,697 shares.

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~~June 30, ~~2021,~~2022, and changes during the period then ended is presented below:

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:

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

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

	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021

Net loss available for stockholders	$	(609,222	)	$	(441,318	)	$	(2,944,152	)	$	(1,906,086	)	$	(590,710	)	$	(658,313	)	$	(1,167,433	)	$	(2,334,274	)
Weighted average outstanding shares of common stock		578,179,773			421,676,611			563,695,497			384,569,242			606,812,747			570,430,373			599,967,230			556,333,323
Dilutive effect of stock options and warrants		--			--			--			--			-			-			-			-
Common stock and equivalents		578,179,773			421,676,611			563,695,497			384,569,242			606,812,747			570,430,373			599,967,230			556,333,323

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

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

	September 30				June 30
	2021		2020		2022		2021
Stock options		4,000,000		4,000,000		4,000,000		4,000,000
Common stock warrants		56,309,272		56,508,616		53,964,285		63,036,542
Common stock issuable		494,697		494,697		494,697		494,697
Convertible notes		43,085,229		81,227,095		79,267,277		38,375,495
Convertible preferred stock		2,877,270		2,877,270		2,877,270		2,877,270
Total		106,766,468		145,107,678		140,603,529		108,784,004
Total exercisable at September 30		71,570,468		145,107,678
Total exercisable at June 30						86,534,252		65,913,812

On July 7, 2022, Cool Technologies’ subsidiary, UPT, and PGC Investments, LLC entered into a settlement agreement covering pending litigation in the Circuit Court for the Sixth Judicial Circuit, Pinellas County, Florida. The litigation is a commercial landlord-tenant action wherein the Plaintiffs seek damages for nonpayment of rent arising out of a commercial lease agreement for which UPT was the tenant.

The settlement also covers a pending arbitration proceeding against Cool Technologies seeking damages in the amount of $360,500 for breach of contract and breach of the implied covenant of good faith and fair dealing.

As per the settlement agreement, Cool Technologies must pay Dennis Campbell and PGC Investments $25,000 within 5 business days of the effective date (July 7, 2022), another $25,000 on or before September 30, 2022, and 50,000 unregistered shares of the Company’s common stock on or before September 30, 2022.

Within two days of the issuance of the shares, the receipt of the final payment made and confirmation of clear funds, PGC is required to file a Notice of Voluntary Dismissal with Prejudice of the Litigation and a Notice of Voluntary Dismissal with Prejudice of the Arbitration. Because the Arbitration’s final hearing is scheduled for September 22-23, 2022 and the dismissal will not be filed until after the final payment and stock issuance are made, the Settlement Agreement is conditioned upon PGC obtaining the arbitrator’s approval of the terms and conditions of the settlement.

As Cool Technologies paid the initial $25,000 on July 13, 2022, it is anticipated that the litigation and the arbitration will be dismissed in late September or early October ~~12, 2021,~~2022.

On July 22, 2022, the Company signed a promissory note agreement with an accredited investor. It received $50,000 after an original issue discount of $3,200 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $56,200 will be due on July 22, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied.

On August 8, 2022, the Company issued ~~6,798,000~~2,752,294 shares of common stock to ~~LGH Investments,~~Sixth Street Lending, LLC upon conversion of $30,000 on principal of $56,000.

On August 11, 2022, the Company issued 2,323,967 shares of common stock to Sixth Street Lending, LLC upon final conversion of ~~$135,960~~$26,000 on principal of ~~$132,000.~~$56,000 and accrued interest of $2,120.

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

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)~~(eMGen) that enables work trucks to generate electric power by running an in-chassis generator. The MGeMGen system can be ~~manufactured into or~~ retrofitted onto new and existing global truck platforms. Optional applications include water purification and desalination as well as electric vehicle charging. CoolTech intends to market and sell the mobile power generation systems to government, commercial and fleet vehicle owners as well as original equipment manufacturers and individual users. Sales are expected to occur through the direct efforts of the Company, its sales agents and its joint venture partners. CoolTech may also license the MGeMGen system as well.

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

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, CoolTech has applied for trademarks for a brand name for its mobile power generation system and for one of its technologies and its acronym. Cool Technologies ~~filed for~~currently owns two trademarks: eMGen and ~~received a trademark for Totally~~TEHPC (Totally Enclosed Heat Pipe ~~Cooled: TEHPC.~~Cooled).

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

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

As of ~~September~~June 30, ~~2021,~~2022, we have seven US patents, two Canadian patents, one Mexican patent, one allowed Brazilian patent and ~~two~~one pending ~~applications (1 in the~~ US ~~1 in Brazil)~~patent application covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as “thermal” or “heat dispersion technology”). We also have one Patent Cooperation Treaty (“PCT”) application pending that covers integrated electrical power generation methods and systems.

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

We believe the benefits of our mobile power generation systems are quickly realized once potential customers see it in operation. Public demonstrations of the MGeMGen systems began in April 2017. An inspection and performance demonstration for Mexican government officials and business leaders occurred in May 2018. Feedback from initial viewers resulted in more government officials and fruit growers coming to see the MGeMGen power equipment and to learn about the water purification options in March 2019. Even more officials and growers followed -- flying to St. Louis for a review in May 2019.

We generated our first Mobile Generation order during the quarter ended June 30, 2014 and received a partial deposit in advance of completing the sale. On June 9, 2017, the Company received a purchase order for 10 MGeMGen systems from Craftsmen Industries. As Craftsmen builds custom vehicles designed to the individual specifications of their customers whose businesses and technical requirements vary widely, it is impossible to estimate when the order will be fulfilled.

In November 2017, the Company received a purchase commitment for 234 MGeMGen systems from a Mexican Producers’ Union. That was followed by a purchase commitment for 24 to 50 MGeMGen 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 F350s with ~~MG80~~eMGen 80 kVA systems installed. On May 7, 2019, Turkish technology company Belirti Teknoloji, A.S. delivered a purchase order for six hundred ~~MG80, MG125~~eMGen 80, eMGen 125 and ~~MG200~~eMGen 200 Mobile Generation systems. As of the September 30, 2021, the Company does not have the funds available to fulfill the orders. To address the issue, the Company is working to close on non-dilutive funding, however, there can be no assurance that its efforts will be successful.

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

We have not generated any revenues to date. Consequently, there can be no assurances that the Company will be able to generate new orders, nor fulfill the existing ones, nor address all the requirements of all the interested parties. As of June 30, 2022, the Company does not have the funds available to fulfill the orders.

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

To that end, ~~the Company~~on March 11, 2020, Cool Technologies, Inc. and 3&1 Capital Partners, LLC, signed a non-binding Memorandum of Terms for Debt Financing pursuant to which the Company is due to receive gross proceeds of at least $12.5 million minus administration and origination fees as well as other expenses. The debt financing will be structured as a promissory note with a security interest. The first priority security interest will encompass all intellectual property (“IP”) owned by the Company on the closing date and all intellectual property acquired by or issued to the Company during the term of the 36-month note. Also included as collateral are all equipment and contracts related to the IP.

Pursuant to the Memorandum, the Company agreed to a cash prepayment equal to 18 months of interest that will fund an Interest Escrow Account from the proceeds or 12 months of the prepayment interest which shall be considered earned and nonrefundable.

Monthly interest payments based on a term loan rate of 5.85% per annum will be debited from the prepayment Interest Escrow Amount on the first day of the month for 18 months. One month later, the Company shall commence making 17 equal payments of principal and accrued and unpaid interest on the first day of the month. A final payment of all unpaid principal and accrued and unpaid interest shall be due on the Maturity Date.

For the first eighteen months of the loan, the Company agreed to apply at least 25% of the profits from all sales, purchase orders, or any other revenue-generating transactions to the outstanding principal and interest, and then 50%, thereafter, until its obligations have been satisfied.

Since the signing of the Memorandum, definitive documents have been drawn up and financing instruments have been created and packaged. Central to the provision of the funds is the successful underwriting of the financial instruments. Buyers have recently signed subscription agreements to purchase the financial instruments. In addition, Cool Technologies and 3&1 Capital Partners ~~LLC (“3&1”) in March~~have polished and perfected the final funding documents.

The signing of ~~2020. Five months later,~~subscription agreements are definitive actions that the Company ~~signed an agreement in which 3&1 agreed to definitively provide insurance related debt, surety bond financing and/or standby letter of credit financing as per the terms~~will likely receive some, if not all, of the ~~memorandum.~~funds promised.

If funding is received, it will be used to support completion of the initial phases of our business plan, which is to license our thermal technologies and applications; to license or sell a mobile electric power system; and to license our submersible motor dry pit technologies and/or to bring to market our technologies and applications through key distribution and joint venture partners.

The occurrence of an uncontrollable event such as the COVID19 pandemic ~~has~~ negatively affected our operations. AThe pandemic ~~typically results~~resulted in social distancing, travel bans and ~~quarantine.~~quarantines. This ~~has~~ limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, ~~have~~ impacted our operations and financial condition. ~~The~~While the pandemic phase of COVID19 has receded and the virus is now considered to be endemic in the US as of this filing, the evolution of an acute and ~~its variants~~more contagious variant is possible. In such a case, it may ~~also~~ impact demand for our products and may ~~continue to~~again hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities and Exchange Commission.

On October 31, 2016, the Company filed an amended and restated Series B Preferred Stock Certificate of Designation (which was originally filed with the Secretary of State of Nevada on April 19, 2016 and amended on August 12, 2016) to designate 3,636,360 shares as Series B Preferred Stock and to provide for supermajority 66 2/3% voting rights for the Series B Preferred Stock. The Series B Preferred Stock will not bear dividends, will not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company, and will have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Company. The holders of Class B Stock shall have the right, at such holder’s option, at any time to convert such shares into common stock, in a conversion ratio of one share of common stock for each share of Class B Stock. If the common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, (subject to appropriate adjustment for forward or reverse stock splits, recapitalizations, stock dividends and the like), the Series B Stock will automatically be convertible into the common stock in a conversion ratio of one share of common stock for each share of Series B Stock. The Series B Stock may not be sold, hypothecated, transferred, assigned or disposed without the prior written consent of the Company and the holders of the outstanding Series B Preferred Stock.

On August 10, 2020, the Nevada Secretary of State accepted and filed the Company’s Certificate of Amendment to the Company’s Articles of Incorporation. The filing amends Article II of the Articles of Incorporation by increasing the number of authorized shares of common stock from 500,000,000 to 1,000,000,000.

As a consequence of the first public demonstration of the MGeMGen 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, we delivered to Craftsmen Industries, a Class III Vehicle (Ford F-350 dually) up-fitted with a production-ready MGeMGen 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.

Since then the business relationship has expanded significantly. On June 9, 2017, the Company received a purchase order for 10 MG systems from Craftsmen and Craftsmen agreed to produce the MG systems for the Company’s initial orders from two Mexican Producers Unions. In October 2018 we began ordering components for the initial pilot production run which was completed in the first quarter of 2019 and showcased on March 27, 2019. In parallel, purchase orders were placed for components to support increased production upon receipt of funding.

Craftsmen recently signed a manufacturing contract with Translux-Fair Play. Translux’ Hazelwood, Missouri facility encompasses over 45,000 square feet of manufacturing space and offers extensive laser cutting and metal bending machinery. The contract significantly enhances Craftsmen’s capabilities to produce boxes and control panels for the MGeMGen Systems and the vehicles they’re upfitted to, but also all the ~~MG’s~~eMGen’s optional tasks and capabilities, including welding, water purification and solar power.

Not only will basic production be optimized and improved, but control panels and displays should be upgraded. CoolTech is expected to benefit from Translux’ electronics expertise which has been refined through their years of manufacturing digital scoring panels for sporting arenas and ball parks.

~~On July 15,2018, the Company purchased a Ford F-450 Chassis Cab Truck. Subsequently, a metal flatbed 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. A second F-450 will be used for the MG 125 kVA system.~~

~~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.~~

As of September 2021, the Company has acquired enough parts and components to build 5 MG 80s and 2 MG 125s. It is currently procuring two mobile water purification systems and components for mobile electric vehicle charging systems.

~~In addition, the Company has purchased another Ford F-450 and is seeking to acquire more F-450s and 550s for use in demonstrations of the capabilities noted above and for initial order fulfillment.~~

On 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 our IP and may be used to obtain financing, including but not limited to, non-dilutive financing. Since then, ~~considerable~~significant progress has been ~~achieved, although at a pace much slower than anticipated.~~achieved. As noted above, definitive actions have occurred which indicate that the Company will receive funding in the near future.

On May 4, 2018, nine representatives from Mexico’s farming, banking, and government sectors flew to Fort Collins, Colorado for a live demonstration of CoolTech’s generator-equipped truck. The demonstration showcased the capabilities and ease of operation of the system. The Company demonstrated how an operator is able to control the generator from the comfort and safety of the truck’s cab using a Panasonic Toughpad. The Company also used the electricity from the truck to power a screw compressor, an industrial fan, and an industrial load bank. Additional capabilities, such as purifying water and using batteries and solar power to make operations more sustainable and environmentally friendly were discussed with the attendees.

A representative from one of the ~~National Union of Jatropha Producers~~Mexican farming producers’ unions approved the generator-equipped truck. CoolTech plans to put this into production as soon as final funding is secured.

On July 15,2018, the Company purchased a Ford F-450 Chassis Cab Truck. Subsequently, a metal flatbed was manufactured and installed. The truck was delivered to Craftsmen on September 15, 2018. It will be used for the installation and refinement of the eMGen 80 kVA system. A second F-450 will be used for the eMGen 125 kVA system.

During the week of October 7, 2018, the Company placed orders for System Controllers, 80 and 125 kVA Generators, Voltage Regulators, Panasonic Toughpads and Split Shaft PTOs.

As of September 2021, the Company has acquired enough parts and components to build 5 eMGen 80s and 2 eMGen 125s. It is currently procuring two mobile water purification systems and components for mobile electric vehicle charging systems.

In addition, the Company has purchased another Ford F-450 and is seeking to acquire more F-450s and 550s for use in demonstrations of the capabilities noted above and for initial order fulfillment.

On March 27, 2019, the Company unveiled the initial production run of its ~~Mobile Generation (MG)~~mobile power generation (eMGen) 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 MGeMGen 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.

Mexico’s population is expected to grow from 129 million to nearly 150 million by 2050. As a result, energy and water demand should increase significantly.

Increased water demand for both human consumption and agricultural production, along with lagging water management practices have resulted in a rapid depletion of water reserves in Mexico, particularly in Northern Mexico. The forecast of high temperatures in the summer combined with a developing La Nina weather pattern could prolong an existing drought and spread water shortages.

According to an article in the NYTimes (https://tinyurl.com/2n76rjy7), Mexico’s National Water Commission (CONAGUA) determined that in July 2022, eight of Mexico’s 32 states were experiencing extreme to moderate drought, resulting in 1,546 of the country’s 2,463 municipalities confronting water shortages, By mid-July, about 48 percent of Mexico’s territory was suffering drought, according to the commission, compared with about 28 percent of the country’s territory during the same period last year. In June of 2021, 77 of Mexico’s 210 principal water reservoirs were below 25% capacity. For the region encompassing Western North America, this period is now the driest two decades in 1,200 years.

With reservoirs drying and ground water levels declining, water is at a premium. In many locations, sewage water is reused for irrigation. Water treatment is scarce and pollution regulations are rarely enforced.

As long as investment in wastewater treatment lags behind population growth, large numbers of consumers eating raw produce face heightened threats to food safety from diseases such as salmonella, E Coli and roundworm. Add unchecked or minimally treated industrial pollution and unusually large numbers of cases of cancer and kidney problems have been documented in consumers living near polluted waterways.

While access to electricity is high across the nation, in rural areas, power can be sporadic or even non-existent. Many communities, particularly in regions populated by indigenous people, are still not connected to the grid. They rely on diesel generators to light homes and draw water from shrinking aquifers.

Interest from Mexican authorities is high in the eMGen systems as they seek to mitigate the effects of drought and guarantee access to drinking water as well as provide a consistent source of electricity and mobile medical services for underserved populations.

Through the efforts of its representatives in the country, the Company has been in contact with and in some cases made presentations to the National Water Commission as well as cabinet secretaries, senators, representatives and deputies at the federal level; to governors, legislators, commissioners and municipal presidents at the state level and to mayors and county and local politicians in cities and towns beset by energy and water problems. Private entities such as distilleries, fruit growers, cattle rancher’s associations and mining companies have also requested information.

Conversations are ongoing and interested politicians are helping to promote, coordinate and refine the Company’s approach to secure funding for pilot programs, full blown projects and purchases of eMGen systems and vehicles.

On May 13, 2019, government officials and fruit growers were at Craftsmen Industries in St. Louis for a review of a first run ~~MG80~~eMGen 80 production vehicle and water purification/desalination options.

Among the politicians in attendance was Congressman Efraín Rocha Vega who is Secretary of the Commission of Development and Rural, Agricultural and Food Self-sufficiency Conservation, a member of the commission of Livestock and the commission of Environment, Sustainability, Climate Change and Natural Resources. Subsequent to the event, in an official Congressional Letter of Support, dated May 20, 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 products, as well as affirms our position to provide financial assistance to such entities.” The letter can be viewed in its entirety at: http://www.cooltechnologiesinc.com/content/pdf/MexicanLegislationandFinancialAssistanceLetter.pdf.

During the fourth quarter of 2019, the Company has introduced new options, which include an MGeMGen System that generates up to 200 kVA of electric power, water purification and desalination systems.

The ~~truck mounted~~Company’s mobile electric generation system (“eMGen”) offers optional 30 to 125 kVA water purification and desalination units ~~can produce from~~capable of producing 2,800 to 14,000 gallons of ~~fresh~~potable water ~~every~~per day. Assuming the average person needs 2 liters per day, 10,000 gallons is enough for 26,498 people. If delivery is required, an eMGen truck can also tow a water tanker.

~~A 30 kVA MG system could power~~The truck-mounted units cleanse contaminated, polluted and wastewater or remove saline from saltwater. Submerge the input pipe into any ~~size unit~~water source. Chemicals, particulates, salts, heavy metals, bacteria, viruses and other impurities are removed. Six levels of water purification output a range of water qualities from clean potable water for drinking and cooking tor non-potable water for agricultural or other commercial and emergency usage.

The eMGen systems as well as the ~~pumps to deliver the water or five units at once which would 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. A Panasonic Toughpad tablet provides a rugged touchscreen interface for operation from the truck cab or anywhere within a 300 foot radius. When ~~combined~~outfitted with the optional telematics ~~offered in~~package, the ~~vehicles, each unit could~~systems can be remotely controlled and monitored from distant locations.

~~On May 7, 2019, the Company entered into~~The next generation of eMGens will include a ~~joint venture agreement (“JV”)~~solar-powered generator system with ~~Turkish technology company Belirti Teknoloji, A.S. (“BelirtiTech”). To launch the business, BelirtiTech awarded Cool Technologies~~ a ~~purchase order for~~built-in water purification unit that makes seawater desalination sustainable. The system pumps and purifies up to ~~$42 million USD~~4,500 gallons of potable water per day. It can be set up and operated anywhere a four-wheel drive vehicle can go. Once the batteries are drained, the systems shift to fuel power for 24 hour operation. The solar panels collapse and fold, so the ~~purchase~~entire system fits easily in the bed 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.a work truck.

~~The initial purchase order is for six hundred MG80, MG125~~Rugged, reliable and ~~MG200 Mobile Generation systems. The MG systems will be integrated into~~versatile, the ~~end customer’s choice~~eMGen trucks are designed to operate in extreme environments. A variety of ~~vehicles.~~capabilities handle a variety of needs including:

The ~~order also includes an additional MG80 installed~~applications for hurricanes, floods, earthquakes and other natural disasters are obvious, others less so.

Here are a few common yet relatively unknown problems the system and units address:

Consider the Texas Freeze in ~~a Ford F-450 with~~February of 2021. Power failures at water treatment plants necessitated boil water orders. Burst pipes and dripping faucets dropped water reserves to dangerously low levels.

More than 800 public water systems serving 162 of the ~~2,500 gallon per day mobile~~state’s 254 counties were disrupted. Over 13 million people were left without safe drinking water. The town of Kyle almost ran dry.

Cities opened water ~~desalinization option included.~~distribution sites, water was trucked in to flush toilets, homeowners melted icicles and snow for drinking water, medical workers resorted to using bottled water for chemotherapy treatments.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In January 2021, the Company terminated its independent agent agreement with Gaia Energy of Gdansk, Poland.

On January 26, 2021, the Company signed an independent agent agreement with H&K Ventures, LLC of Morganhill, California. H&K will act as the Company’s independent agent.

The principals of H&K were also part of Gaia Energy. Consequently, the agreement and the expertise ~~provide~~provided by H&K are essentially the same. H&K will concentrate on developing markets in Eastern Europe, the Middle East and Africa. The agreement describes the agent’s duties as “generating revenue, and investment funding, for the Company from various organizations including investment funds, end-users, channel partners, integrators, and OEMs.” To that end, H&K has requested quotes from the Company for MGeMGen 200 to 300 kVA systems with mobile water desalination capabilities of up to 900,000 gallons per day.

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

The former has joined the Company’s advisory board while the diplomat introduced CoolTech products at ~~a recent~~an African technical summit attended by representatives from 54 countries.

Over the past ~~six~~fifteen months, the Company has ordered two reverse osmosis water purification units and an electric vehicles charger.

In May of 2021, the Company ordered a reverse osmosis system capable of treating 4,500 gallons of brackish water per day. That was followed by a 100 kW, mode 4 DC, electric vehicle charger capable of simultaneous charging and dynamic load distribution. The Company ordered a second reverse osmosis system capable of treating 4,500 gallons of brackish water per day in ~~July~~November of 2021.

~~The units~~A reverse osmosis system and an electric vehicle charger were delivered to Craftsmen Industries for installation in the beds of the ~~three~~ test vehicles referenced in Note 3. The Company is a awaiting the delivery of the second reverse osmosis system.

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

	Three months ended September 30,												Three months ended June 30,
	2021			2020			Change			%			2022			2021			Change			%
Revenues	$	--		$	--			N/A			N/A		$	--		$	--			N/A			N/A

Operating expenses
Consulting		120,125			60,000			60,125			100.2	%		155,894			129,716			26,178			20.2	%
Payroll and related expenses		99,971			102,484			(2,513	)		-2.5	%		88,862			86,790			2,072			2.4	%
Professional fees		45,266			83,975			(38,709	)		-46.1	%		38,660			102,911			(64,251	)		(62.4	)%
General and administrative		26,003			17,256			8,747			50.7	%		32,252			14,181			18,071			127.4	%
Research and development		4,963			3,797			1,166			30.7	%		4,963			4,964			(1	)		0.0	%
Total operating expenses		296,328			267,512			28,816			10.8	%		320,631			338,562			(17,931	)		(5.3	)%

Interest expense		(390,419	)		(301,182	)		(89,237	)		29.6	%
Interest expense, net														(141,638	)		(462,091	)		320,453			(69.3	)%
Change in fair value of derivative liability		24,234			127,186			(102,952	)		-80.9	%		(115,167	)		142,172			(257,339	)		(181.0	)%
Gain on settlement of debt		52,963			--			52,963			100.0	%
Loss on settlement of debt														(14,495	)		--			(14,495	)		(100.0	)%

Net loss		(609,550	)		(441,508	)		(168,042	)		38.1	%		(591,931	)		(658,481	)		66,550			(10.1	)%

Less: Noncontrolling interest		(328	)		(190	)		(138	)		72.6	%		1,221			168			1,053			626.8	%

Net loss to shareholders	$	(609,222	)	$	(441,318	)	$	(167,904	)		38.0	%	$	(590,710	)	$	(658,313	)	$	67,603			(10.3	)%

	Nine months ended September 30,												Six months ended June 30,
	2021			2020			Change			%			2022			2021			Change			%
Revenues	$	--		$	--			N/A			N/A		$	--		$	--			N/A			N/A

Operating expenses
Consulting		354,341			173,000			181,341			104.8	%		236,894			234,216			2,678			1.1	%
Payroll and related expenses		275,840			268,642			7,198			2.7	%		178,359			175,869			2,490			1.4	%
Professional fees		224,240			183,084			41,156			22.5	%		131,877			178,974			(47,097	)		(26.3	)%
General and administrative		50,332			30,709			19,623			63.9	%		58,048			24,329			33,719			138.6	%
Research and development		14,890			14,105			785			5.6	%		9,927			9,927			--			0.0	%
Total operating expenses		919,643			669,540			250,103			37.4	%		615,105			623,315			(8,210	)		(1.3	)%

Interest expense, net		(1,340,458	)		(1,190,582	)		(149,876	)		12.6	%		(387,302	)		(950,039	)		562,737			(59.2	)%
Change in fair value of derivative liability		(737,182	)		(46,679	)		(690,503	)		1479.3	%		(151,584	)		(761,416	)		609,832			(80.1	)%
Gain on settlement of debt		52,963			--			52,963			100.0	%
Loss on settlement of debt														(14,495	)		--			(14,495	)		(100.0	)%

Net loss		(2,944,320	)		(1,906,801	)		(1,037,519	)		54.4	%		(1,168,486	)		(2,334,770	)		1,166,284			(50.0	)%

Less: Noncontrolling interest		(168	)		(715	)		547			-76.5	%		1,053			496			557			112.3	%

Net loss to shareholders	$	(2,944,152	)	$	(1,906,086	)	$	(1,038,066	)		54.5	%	$	(1,167,433	)	$	(2,334,274	)	$	1,166,841			(50.0	)%

During the three months ended ~~September~~June 30, ~~2021,~~2022, 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.

Consulting expense increased from $129,716 for the three months ended June 30, 2021 to $155,894 for the three months ended June 30, 2022 and during the six months ended June 30 from $234,216 in 2021 to $236,894 in 2022 as fees billed for the two consultants who provide applications engineering and sales services were higher than the previous year. For the 3 months ended June 30, 2022, the increase also reflects the consulting expenses that were recorded from the first quarter of 2022.

Payroll and related expenses ~~decreased during~~increased from $86,790 for the three months ended ~~September~~June 30, 2021 to $88,862 for the three months ended June 30, 2022 and during the six months ended June 30 from ~~$102,484 in 2020 to $99,971~~$175,869 in 2021 ~~and increased during the nine months ended September 30 from $268,642~~to $178,359 in ~~2020 to $275,840 in 2021~~2022 due to an increase in the Company’s portion of FICA taxes. Although payroll was the same for both quarters, FICA taxes in 2020 were not expensed until later in the year. FICA taxes in 2021 were expensed on a more timely basis. The difference in the timing of recognition of the expenses shows up as a comparative increase in 2021.

~~Consulting expenses increased during the three months ended September 30 from $60,000 in 2020 to $120,125 in 2021~~ and ~~during the nine months ended September 30 from $173,000 in 2020 to $354,341 in 2021. This was due primarily to the addition of two consultants who provide applications engineering and sales services.~~unemployment taxes.

Professional fees decreased ~~during~~from $102,911 for the three months ended ~~September~~June 30, 2021 to $38,660 for the three months ended June 30, 2022 and during the six months ended June 30 from ~~$83,975 in 2020 to $45,266~~$178,974 in 2021 ~~and increased during the nine months ended September 30 from $183,084~~to $131,877 in ~~2020 to $224,240 in 2021.~~2022. The ~~changes~~decrease in professional fees ~~were~~reflect a decrease in legal fees due to ~~fees~~reduced activity leading up to ~~retain legal representation~~the settlement in the litigation and arbitration with PGC Investments, LLC.

General and administrative expenses increased from $14,181 for the three months ended June 30, 2021 to ~~defend~~$32,252 for the three months ended June 30, 2022 and during the six months ended June 30 from $24,329 in 2021 to $58,048 in 2022 as the Company against the eviction complaint. The respective decrease or increase is a reflection of the timing and amounts of the invoices received from the law firm representing the Company. In other words, more invoices in greater amounts were received during the firstbegan offering health insurance to its two ~~quarters of 2021.~~employees.

Research and development expenses ~~increased~~remained the same for the respective periods during both ~~periods ended September 30. The expenses increased slightly during~~years. For the three months ended ~~September~~June 30, ~~from $3,797 in 2020 to $4,963 in 2021. During~~2021, it totaled $4,964 and for the ~~nine~~three months ended ~~September~~June 30, 2022, it totaled $4,963. For the ~~expenses increased slightly from $14,105 in 2020~~six months ended June 30, 2021 and 2022, it totaled $9,927 as the Company continued to ~~$14,890 in 2021. The comparatively small numbers, compared to previous years, are reflective~~focus on the commercialization of the ~~completion of the design of the MG system and the~~ Company’s ~~focus on its commercialization.~~eMGen system.

Interest expense ~~increased during~~decreased from $462,091 for the three months ended ~~September~~June 30, 2021 to $141,638 for the three months ended June 30, 2022 and during the six months ended June 30 from ~~$301,182 in 2020 to $390,419~~$950,039 in 2021 to $387,302 in 2022 due to the elimination of a debt discount and a write off for extinguishment during the second quarter of 2020. Interest expense increased during the nine months ended September 30 from $1,190,582 in 2020 to $1,340,458 in 2021 primarily due to increasedless amortization of ~~derivative~~ debt ~~discount in 2021.~~

discount. The change in fair value of derivative liability decreased from ~~income~~a gain of ~~$127,186 during~~$142,172 for the three months ended ~~September~~June 30, ~~2020,~~2021 to ~~$24,234 in 2021. During~~a loss of $115,167 for the ~~nine month period~~three months ended ~~September~~June 30, 2022 and during the ~~change in fair value increased~~six months ended June 30 from ~~an expense of $46,679 in 2020~~$761,416 to ~~an expense of $737,182 in 2021~~$151,584 due to ~~an increase~~a reduction in ~~the Company’s debt~~derivative liabilities and ~~its share~~stock price.

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. ~~Increase in debt stock price~~

~~The Company has~~We have historically met ~~its~~our liquidity requirements primarily through the public sale and private placement of equity securities, debt financing, and exchanging common stock warrants and options for professional and consulting services. ~~At September~~On June 30, ~~2021, CoolTech~~2022, we had cash and cash equivalents of ~~$301,934.~~$14,300.

Working capital is the amount by which current assets exceed current liabilities. ~~The Company~~We had negative working capital of ~~$7,002,349~~$7,943,524 and ~~$7,042,484, respectively, at September~~$7,370,524 on June 30, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively. The ~~decrease~~increase in negative working capital was due to ~~the significant increase~~a reduction in cash as well as increases in accounts payable, accrued interest payable, accrued liabilities – related party and ~~prepaid expenses which more than offset a comparatively smaller increase in overall current liabilities.~~accrued payroll taxes. To that end, we owe approximately ~~$1,643,000~~$1,573,500 for convertible notes that mature in the next eleven months and we owe another ~~$2,322,238~~$2,490,971 in notes payable.

Based on its current forecast and budget, management believes that its cash resources will not be sufficient to fund its operations through the end of the ~~fourth~~third quarter. Unless the Company can generate sufficient revenue from the execution of the Company’s business plan, it will need to obtain additional capital to continue to fund the Company’s operations. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease operations.

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

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

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

The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company used the proceeds of the PPP Loan for eligible purposes and has applied for forgiveness.

On August 23, 2021, the Company received a letter from Bank of America stating that the requested forgiveness had been approved by the Small Business Administration and the outstanding loan amount had been remitted to Bank of America. Therefore, as of September 30, 2021, the outstanding balance was $0.

~~June Promissory Note~~ -- On June 29, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. As additional compensation, the investor received cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. In the event of a default, the investor may, upon written notice to the Company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the Company has not received a notice of default.

~~September Convertible Note~~ -- On September 15, 2020, the Company signed a promissory note agreement with an accredited investor. It issued 1,000,000 inducement shares of restricted common stock and received $60,000 after an original issue discount of $6,000. The total amount of $66,000 plus 3% interest or $1.980 will be due on April 15, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. On March 17, 2021, Cool Technologies issued 3,468,367 shares of common stock to LGH Investments, LLC upon conversion of $67,980 and the note was retired.

~~October Convertible Note~~ -- On October 8, 2020, the Company signed a promissory note agreement with an accredited investor. It issued 1,000,000 inducement shares of restricted common stock and received $58,000 after an original issue discount of $6,000 and payment of $2,000 in legal fees. The total amount of $66,000 will be due on October 8, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and the interest rate will increase to 18% until the default is remedied. On April 23, 2021, Cool Technologies issued 911,197 shares of common stock to JSJ Investments, Inc. upon partial conversion of $35,000. On April 27, 2021, Cool Technologies issued 880,675 shares of common stock to JSJ Investments, Inc. upon conversion of $33,828 and the note was retired.

~~October Convertible Note~~ -- On October 30, 2020, the Company signed a promissory note agreement with an accredited investor. It issued 1,500,000 inducement shares of restricted common stock as additional consideration and received $45,000 after an original issue discount of $5,000. The total amount of $50,000 plus 3% interest or $1,500 will be due on May 30, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. On May 3, 2021, Cool Technologies issued 5,150,000 shares of common stock to LGH Investments, LLC upon conversion of $51,500 and the note was retired.

~~November Convertible Note~~ -- On November 18, 2020, the Company signed a promissory note agreement with an accredited investor. It received $130,000 after an original issue discount of $7,000. The total amount of $137,000 will be due on November 18, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On May 24, 2021, Cool Technologies issued 1,798,561 shares of common stock to LGH Investments, LLC upon partial conversion of $75,000. On May 25, 2021, Cool Technologies issued 1,723,077 shares of common stock to LGH Investments, LLC upon conversion of $67,200 and the note was retired.

~~January Convertible Note~~ -- On January 18, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued 2,000,000 inducement shares of restricted common stock and received $120,000 after an original issue discount of $12,000 in lieu of interest. The total amount of $132,000 plus 3% interest or $3,960 will be due on October 18, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a fixed price of $0.02 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. As of September 30, 2021, the remaining balance totaled $132,000.

~~February Convertible Note~~ -- On February 4, 2021, the Company signed a promissory note agreement with an accredited investor. It received $70,000 after an original issue discount of $4,000 and a reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $77,000 will be due on February 4, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On August 10, 2021, Cool Technologies issued 1,108,647 shares of common stock to Power Up Lending Group, Ltd. upon partial conversion of $50,000. On August 11, 2021, Cool Technologies issued 765,217 shares of common stock to Power Up Lending Group, Ltd. upon final conversion of $29,920 and the note was retired.

~~March Convertible Note~~ -- On March 12, 2021, the Company signed a promissory note agreement with an accredited investor. It received $65,000 after an original issue discount of $3,700 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $71,700 will be due on March 12, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On September 16, 2021, Cool Technologies issued 1,639,344 shares of common stock to Power Up Lending Group, Ltd. upon partial conversion of $50,000. On September 17, 2021, Cool Technologies issued 777,707 shares of common stock to Power Up Lending Group, Ltd. upon final conversion of $24,420 and the note was retired.

March Convertible Note -- On March 24, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued two sets of commitment shares: a block of 500,000 and a block of 2,500,000 shares of restricted common stock as well as warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. In return, the Company received $750,000 after an original issue discount of $75,000 in lieu of interest. The total amount of $825,000 plus 8% interest or $66,000 will be due on December 24, 2021. After 60 days, if the note has not been paid in full, the investor will have the right to purchase up to 2 million additional warrant shares. 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 fixed price of $0.055 per share. If the note is repaid by the maturity date, the investor will forfeit the block of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is remedied. On December 21, 2021, the investor signed an amendment to the agreement extending the maturity date until March 31, 2022. On March 30, 2022, the investor signed an amendment to the agreement extending the maturity date until April 30, 2022. On April 29, 2022, the investor signed an amendment to the agreement extending the maturity date until May 30, 2022. On May 29, 2022, the investor signed an amendment to the agreement extending the maturity date until August 30, 2022. As of ~~September~~June 30, ~~2021,~~2022, the remaining balance totaled ~~$825,000.~~$891,000.

September Convertible Note -- On September 21, 2021, the Company signed a promissory note agreement with an accredited investor. It received $102,000 after an original issue discount of $6,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $111,000 will be due on September 21, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On March 22, 2022, the Company issued 2,447,552 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000 on principal of $111,000. On March 29, 2022, the Company issued 2,447,552 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000 on principal of $111,000. As of ~~September~~June 30, ~~2021,~~2022, the remaining balance totaled ~~$111,000.~~$41,000.

December Convertible Note -- On December 20, 2021, the Company entered into a convertible note agreement with an accredited investor. It received $33,000 after an original issue discount of $3,000 in lieu of interest. The total amount of $33,000 plus 3% interest or $990 will be due on September 20, 2022. 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 fixed price of $0.02 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. As of June 30, 2022, the remaining balance totaled $33,000.

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

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)

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	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3435
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	3536
Item 5.	Other ~~Information~~information	3536
Item 6.	Exhibits	3637

	~~Nine Months Ended September 30, 2021~~
Volatility	~~163.1-173.7%~~	119.9-131.1	%
Risk-free interest rate	~~0.07–0.09%~~	2.51–2.80	%
Expected life (years)	~~0.88–1.0~~	0.59–0.90
Dividend yield		---

	Number of Warrants		Weighted- average Exercise Price		Weighted- average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2021		17,614,285	$	0.06		0.5	$	113,250
Granted		-		-		-		-
Forfeited or canceled		4,000,000		0.06		-		-
Outstanding, June 30, 2022		13,614,285		0.06		0.4		9,375
Exercisable, June 30, 2022		13,614,285	$	0.06		0.4	$	9,375

	·	agriculture,
	·	municipalities,
	·	mining,
	·	emergency response,
	·	and disaster relief.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

	Six Months Ended June 30, 2022
	Level 1		Level 2		Level 3			Total
Convertible debt and other derivative liabilities at December 31, 2021	$	0	$	0	$	175,915		$	175,915
Conversions of convertible debt		0		0		(277,007	)		(277,007	)
Issuance of convertible debt and other derivatives		0		0		164,582			164,582
Change in fair value		0		0		151,584			151,584
Convertible debt and other derivative liabilities at June 30, 2022	$	0	$	0	$	215,074		$	215,074

	·	In poorly served or third world countries, irregular power service prevents farmers from irrigating on a regular schedule which reduces the size of the harvest.

	·	In areas where water tables are dropping, powerful pumps are required to pull water up from deep underground. A mobile pump is far more cost effective than permanent ones positioned out in the fields.

	·	Use of polluted irrigation water stunts crops and restricts sales which limit farmers’ incomes.

	·	Over-pumping of aquifers enables saltwater intrusion to contaminate coastal water supplies. Water must either be pumped and transported from further away or very expensive desalination plants must be built to remove the salt. The plants can take years to build.

	Nine months ended September 30,
	2021			2020
Net cash from operating activities	$	(1,330,178	)	$	(310,597	)
Net cash from investing activities		(24,921	)		(20,413	)
Net cash from financing activities		1,657,000			324,654

4.464.54		$~~135,000~~35,000 Convertible Promissory Note and Stock Purchase Agreement dated ~~August 16, 2021,~~May 25, 2022 issued to ~~PowerUp~~1800 Diagonal Lending, ~~Group, Ltd.~~LLC

4.474.55		$~~111,000~~176,471 10% Promissory Note and Stock Purchase Agreement dated June 9, 2022 issued to Coventry Enterprises, LLC

4.56*		$56,200 Convertible Promissory Note and Stock Purchase Agreement dated ~~September 21, 2021,~~July 22, 2022 issued to ~~PowerUp~~1800 Diagonal Lending, ~~Group, Ltd.~~LLC

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

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

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

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

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	Cool Technologies, Inc.

Dated: ~~November 22, 2021~~August 19, 2022	By:	/s/ Timothy Hassett
		Timothy Hassett
		Chief Executive Officer (Principal Executive Officer)

Dated: ~~November 22, 2021~~August 19, 2022	By:	/s/ Quentin Ponder
		Quentin Ponder
		Chief Financial Officer (Principal Financial and Accounting Officer)