UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from _______________ to _______________.

Commission file number: 000-53443

COOL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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.

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

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

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

As of ~~August~~November 16, 2022, there were ~~615~~655,~~713~~136,~~735~~493 shares of common stock, $0.001 par value, issued and outstanding.

COOL TECHNOLOGIES, INC.

Table of Contents

Part I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3340
Item 4.	Controls and Procedures	3340
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	3441
Item 1A.	Risk Factors	3442
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3542
Item 3.	Defaults Upon Senior Securities	3542
Item 4.	Mine Safety Disclosures	3643
Item 5.	Other information	3643
Item 6.	Exhibits	3745

2 Table of ~~contents~~Contents

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events, 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.

3 Table of ~~contents~~Contents

PART I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

	June 30,2022			December 31,2021
	September 30,2022			December 31,2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	141,~~300~~050		$	72,391
Inventory		~~433~~436,~~511~~172			421,003
Prepaid expenses and other assets		344,250			344,250
Total current assets		~~792~~781,~~061~~472			837,644
Intangibles		~~287~~292,~~230~~193			261,838
Equipment, net		2722,~~431~~468			37,358
Total assets	$	1,~~106~~096,~~722~~133		$	1,136,840
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,~~479~~547,~~191~~078		$	1,347,551
Accrued interest payable		1,~~393~~477,~~528~~592			1,105,490
Accrued liabilities – related party		~~959~~972,~~936~~515			908,875
Accrued payroll taxes		~~289~~300,~~904~~795			257,698
Customer deposits – related party		400,000			400,000
Debt, current portion, net of debt discount		3,~~997~~905,~~952~~713			4,012,639
Derivative liability		~~215~~170,~~074~~857			175,915
Total current liabilities		8,~~735~~774,~~585~~550			8,208,168
Debt, long-term portion		20,050			30,693
Total liabilities		8,~~755~~794,~~635~~600			8,238,861
Commitments and contingencies (Note 5)
Stockholders’ equity (deficit):
Preferred stock Series A, $0.001 par value; 410 shares authorized; 3 issued and outstanding		-			-
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
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 640,214,675 and 587,887,192 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		640,215			587,887
Additional paid-in capital		52,~~171~~575,~~466~~395			51,573,534
Common stock issuable		58,670			58,670
Common stock held in escrow		8,441			8,441
Accumulated deficit		(60,~~444~~926,~~181~~600	)		(59,276,748	)
Non-controlling interest		(57,~~585~~315	)		(56,532	)
Total stockholders’ deficit		(7,~~648~~698,~~913~~467	)		(7,102,021	)
Total liabilities and stockholders’ deficit	$	1,~~106~~096,~~722~~133		$	1,136,840

See accompanying notes to condensed consolidated unaudited financial statements.

4 Table of ~~contents~~Contents

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended June 30						Six months ended June 30
	Three months ended September 30						Nine months ended September 30
	2022			2021			2022			2021
Revenues	$	-		$	-		$	-		$	-
Cost of revenues		-			-			-			-
Gross profit		-			-			-			-
Operating expenses
Consulting		~~155~~112,~~894~~500			~~129~~120,~~716~~125			~~236~~349,~~894~~394			~~234~~354,~~216~~341
Payroll and related expenses		8887,~~862~~726			8699,~~790~~971			~~178~~266,~~359~~085			~~175~~275,~~869~~840
Professional fees		3835,~~660~~176			~~102~~45,~~911~~266			~~131~~167,~~877~~053			~~178~~224,~~974~~240
General and administrative		3220,~~252~~442			1426,~~181~~003			5878,~~048~~543			2450,~~329~~332
Research and development		4,963			4,~~964~~963			914,~~927~~890			914,~~927~~890
Total operating expenses		~~320~~260,~~631~~807			~~338~~296,~~562~~328			~~615~~875,~~105~~965			~~623~~919,~~315~~643
Operating loss		(~~320~~260,~~631~~807	)		(~~338~~296,~~562~~328	)		(~~615~~875,~~105~~965	)		(~~623~~919,~~315~~643	)
Other income (expense):
Interest expense, net		(~~141~~263,~~638~~139	)		(~~462~~390,~~091~~419	)		(~~387~~651,~~302~~441	)		(~~950~~1,~~039~~340,458	)
Change in fair value of derivative liability		~~(115~~31,~~167~~707	)		~~142~~24,~~172~~234			(~~151~~119,~~584~~877	)		(~~761~~737,~~416~~182	)
Loss on settlement of debt		(14,495	)		-			(14,495	)		-
Gain (loss) on settlement of debt		10,360			52,963			(4,135	)		52,963
Net loss		(~~591~~481,~~931~~879	)		(~~658~~609,~~481~~550	)		(1,~~168~~651,~~486~~418	)		(2,~~334~~944,~~770~~320	)
Less: Noncontrolling interest in net loss		~~1,221~~(270	)		~~168~~328			~~1,053~~783			~~496~~168
Net loss to shareholders	$	(~~590~~482,~~710~~149	)	$	(~~658~~609,~~313~~222	)	$	(1,~~167~~650,~~433~~635	)	$	(2,~~334~~944,~~274~~152	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.0001	)
Weighted average common shares outstanding:
Basic and diluted		~~604~~623,~~983~~337,~~206~~586			~~570~~578,~~430~~179,~~373~~773			~~597~~607,~~868~~994,~~889~~179			~~556~~563,~~333~~695,~~323~~497

See accompanying notes to condensed consolidated unaudited financial statements

5 Table of ~~contents~~Contents

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-in			Common Stock		Common StockHeld in		Accumulated			Non-Controlling
									Additional			Common		Common Stock					Non-
	Preferred Stock				Common Stock				Paid-in			Stock		Held in		Accumulated			Controlling
	Shares		Amount		Shares		Amount		Capital			Issuable		Escrow		Deficit			Interest			Total
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	)
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	)
Stock issued for services		-		-		45,571		45		1,905			-		-		-			-			1,950
Debt converted		-		-		4,290,915		4,291		260,457			-		-		-			-			264,748
Debt converted		-		-		10,463,410		10,463		423,259			-		-		-			-			433,722
Net loss		-		-		-		-		-			-		-		(609,550	)		-			(609,550	)
Warrants exercised		-		-		2,195,122		2,195		(2,195	)		-		-		-			-			-
Noncontrolling interest		-		-		-		-		-			-		-		(249	)		249			-
Warrants issued for services		-		-		-		-		4,756			-		-		-			-			4,756
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	)
Net loss		-		-		-		-		-			-		-		(658,481	)		-			(658,481	)
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	)
Noncontrolling interest		-		-		-		-		-			-		-		168			(168	)		-
Debt converted		-		-		28,615,717		28,616		403,124			-		-		-			-			431,740
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	)
Stock issued for debt		-		-		50,000		50		805			-		-		-			-			855
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	)
Net loss		-		-		-		-		-			-		-		(482,149	)		-			(482,149	)
Debt converted		-		-		10,037,118		10,037		244,938			-		-		-			-			254,975
Noncontrolling interest		-		-		-		-		-			-		-		(270	)		270			-
Stock issued for debt		-		-		1,500,000		1,500		23,550			-		-		-			-			25,050
September 30, 2022		2,727,273	$	2,727		640,214,675	$	640,215	$	52,575,395		$	58,670	$	8,441	$	(60,926,600	)	$	(57,315	)	$	(7,698,467	)
Warrants issued for services		-		-		-		-		-			-		-		-			-			-
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	)
Net loss		-		-		-		-		-			-		-		(591,931	)		-			(591,931	)
Noncontrolling interest		-		-		-		-		-			-		-		1,221			(1,221	)		-
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	)
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		-		-		2,500,000		2,500		22,500			-		-		-			-			25,000
Stock issued with debt		-		-		10,000,000		10,000		487,000			-		-		-			-			497,000
Stock issued for services		-		-		45,571		45		1,905			-		-		-			-			1,950
Warrants issued with debt		-		-		-		-		70,133			-		-		-			-			70,133
Debt converted		-		-		5357,~~383~~673,~~002~~917		5357,~~383~~674		2,~~079~~340,~~754~~211			-		-		-			-			2,~~133~~397,~~137~~885
Warrants exercised		-		-		2,195,122		2,195		(2,195	)		-		-		-			-			-
Warrants issued for services		-		-		-		-		4,756			-		-		-			-			4,756
Net loss		-		-		-		-		-			-		-		(2,~~334~~944,~~770~~320	)		-			(2,~~334~~944,~~770~~320	)
Noncontrolling interest		-		-		-		-		-			-		-		(~~496~~745	)		~~496~~745			-
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	)
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, 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	)
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		-		-		1,~~500~~550,000		-1,550		-24,355			-		-		-			-			-25,905
Debt converted		-		-		2250,~~161~~777,~~766~~483		2350,~~662~~778		~~597~~977,~~932~~506			-		-		-			-			~~621~~1,~~594~~028,284
Net loss		-		-		-		-		-			-		-		(1,~~168~~650,~~486~~635	)		-			(1,~~168~~650,~~486~~635	)
Noncontrolling interest		-		-		-		-		-			-		-		~~1,053~~783			(~~1,053~~783	)		-
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	)
September 30, 2022		2,727,273	$	2,727		640,214,675	$	640,215	$	52,575,395		$	58,670	$	8,441	$	(60,926,600	)	$	(57,315	)	$	(7,698,467	)

See accompanying notes to condensed consolidated unaudited financial statements

6 Table of ~~contents~~Contents

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2022			2021
Operating Activities:
Net loss	$	(1,~~168~~651,~~486~~635	)	$	(2,~~334~~944,~~770~~320	)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrants issued for services		-			4,756
Stock issued for services		-			1,950
Loss on settlement		144,~~495~~135			-
Non-cash interest expense		~~229~~399,~~297~~838			~~452~~463,~~831~~023
Change in fair value of derivative liability		~~151~~119,~~584~~877			~~761~~737,~~416~~182
Amortization of debt discount		-			~~409~~671,~~444~~933
Depreciation expense		9,927			9,927
Forgiveness of PPP Loan		-			(52,963	)
Depreciation expense		14,890			14,890
Changes in operating assets and liabilities:
Inventory		(1215,~~508~~169	)		(6873,~~353~~946	)
Prepaid assets		-			(163,002	)
Prepaid expenses and other current assets		-			(181,473	)
Accounts payable		~~117~~197,~~145~~247			(~~135~~106,~~017~~029	)
Accrued liabilities – related party		51,061			(217,662	)
Accrued interest payable		246,631			190,403
Accrued interest payable		155,667			88,259
Accrued liabilities – related party		63,640			(208,549	)
Accrued payroll taxes		3243,~~206~~097			~~118~~152,~~961~~965
Net cash from operating activities		(~~419~~577,~~612~~449	)		(1,~~071~~330,~~260~~178	)
Investing Activities:
Intangible assets		(2530,~~392~~355	)		(1924,~~501~~921	)
Net cash from investing activities		(2530,~~392~~355	)		(1924,~~501~~921	)
Financing Activities:
Proceeds from debt		~~398~~547,~~000~~550			1,~~405~~632,000
Payments on debt		(11,087	)		~~(14,565~~-	)
Proceeds from sale of common stock		-			25,000
Net cash from financing activities		~~386~~536,~~913~~463			1,~~415~~657,~~435~~000
Net (decrease) increase in cash		(5871,~~091~~341	)		~~324~~301,~~674~~901
Cash, beginning of period		72,391			33
Cash, end of period	$	141,~~300~~050		$	~~324~~301,~~707~~934
Cash paid for:
Interest	$	13,998		$	34,745
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Debt and interest settled for common stock	$	~~596~~1,~~544~~028,284		$	2,~~133~~397,~~137~~885
Stock and warrants issued with debt		25,050			567,133
Derivative liability offset by debt discount		~~159~~271,~~259~~449			~~383~~592,~~116~~074

See accompanying notes to condensed consolidated unaudited financial statements.

7 Table of ~~contents~~Contents

Cool Technologies, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Description of Business

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

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 mobile power generation system and for one of its technologies and its acronym. Cool Technologies currently owns 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 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 ~~June~~September 30, 2022, we have seven US patents, two Canadian patents, one Mexican patent, one allowed Brazilian patent and one pending US patent application covering integrated electrical power generation methods and systems.

Basis of Presentation

The accompanying condensed consolidated financial statements as of ~~June~~September 30, 2022, have been derived from unaudited financial information. They include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. The accompanying unaudited 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.

8 Table of ~~contents~~Contents

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, 2021.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of $60,~~444~~927,~~181~~600 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 awaiting the receipt of the first tranche of additional non-dilutive funding 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~~fourth quarter.

Recent Accounting Guidance Not Yet Adopted

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

Note 2 – Customer Deposits – Related Party

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

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Note 3 – Debt

Debt consists of the following:

	June 30,2022			December 31,2021
	September 30,2022			December 31,2021
Notes payable	$	1,412,471		$	1,236,000
Notes payable in default		1,078,500			1,078,500
Convertible notes payable		1,~~573~~441,~~500~~640			1,610,750
Vehicle financing		3332,~~840~~165			44,927
Note payable – related party		45,~~463~~511			42,462
Note payable – UPT minority owner		100,000			100,000
		4,243,774			4,112,639
		4,110,287			4,112,639
Debt discount		(~~225~~184,~~772~~524	)		(69,307	)
		4,018,002			4,043,332
		3,925,763			4,043,332
Less: current portion		3,~~997~~905,~~952~~713			4,012,639
Long-term portion	$	20,050		$	30,693

Notes Payable

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

On September 11, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. 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.

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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.

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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. The investor subsequently converted all amounts outstanding in a series of three conversions on January 20 and 22, and February 3, 2021.

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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 $25,000 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. 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 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).

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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”).

12On ~~Table~~August 21, 2021, the Company received a letter from Bank of ~~contents~~America stating that the SBA (Small Business Administration) had forgiven the PPP Loan and the forgiven amount was recorded as a gain.

On August 21, 2021, the Company received a letter from Bank of America stating that the SBA (Small Business Administration) had forgiven the PPP Loan and the forgiven amount had been remitted to Bank of America.

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.

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

On June 9, 2022, the Company entered into a promissory note agreement with an accredited investor. It issued 1,500,000 commitment shares of restricted common stock and received $150,000 after an original issue discount of $26,471. The total amount due encompasses principal of $176,471 plus guaranteed interest at 10% per annum for 12 months. Payments on 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 maturity date. A portion or all of the principal amount and guaranteed interest may be pre-paid at any time without penalty or premium. In the event of default, the interest rate will increase to 18% or the maximum rate permitted by law and shall be applied to all unpaid principal and 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. The conversion price of this note is 90% of the lowest VWAP during the ten trading days before the conversion. Unlike convertible notes, the principal and guaranteed interest are only convertible following an event of default.

Convertible notes payable

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. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of ~~June~~September 30, 2022, the remaining balance totaled $169,950.

~~March~~12 ~~Convertible~~Table ~~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 June 30, 2022, the remaining balance totaled $297,000.Contents

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~~250,000 after an original issue discount of $7525,000 in lieu of interest. The total amount of $~~825~~275,000 plus 8% interest or $6622,000 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 26 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. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of ~~June~~September 30, 2022, the remaining balance totaled $~~891~~297,000.

13March ~~Table~~Convertible Note -- On March 24, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued two sets of ~~contents~~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. On August 22, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $121,410. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of September 30, 2022, the remaining balance totaled $769,590.

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. On February 24, 2022, the Company issued 2,500,000 shares of common stock to Power Up Lending Group, Ltd upon conversion of $50,000, onleaving a principal balance remaining of $~~135~~85,000. On February 25, 2022, the Company issued 1,750,000 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000, onleaving a principal balance remaining of $~~135~~50,000. On February 28, 2022, the Company issued 980,392 shares of common stock to Power Up Lending Group, Ltd upon conversion of $20,000, onleaving a principal balance remaining of $~~135~~30,000. 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, onleaving a principal balance remaining of $~~135~~8,000. 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 onin principal ~~of $135,000~~ and $5,120 in accrued interest. The note was then retired.

~~September~~13 ~~Convertible~~Table ~~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. Contents

~~November~~September Convertible Note -- On ~~November~~September 2221, 2021, the Company signed a promissory note agreement with an accredited investor. It received $60102,000 after an original issue discount of $36,~~750~~000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $66111,~~750~~000 will be due on ~~November~~September 2221, 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~~March 3122, 2022, the Company issued 12,~~652~~447,~~893~~552 shares of common stock to Power Up Lending Group, Ltd upon conversion of $2035,000, onleaving a principal balance remaining of $6676,~~750~~000. On ~~June~~March 629, 2022, the Company issued 2,~~252~~447,~~252~~552 shares of common stock to Power Up Lending Group, Ltd upon conversion of $2135,~~750~~000, onleaving a principal balance remaining of $6641,~~750~~000. On ~~June~~April 1518, 2022, the Company issued 23,~~233~~798,~~654~~319 shares of common stock to Power Up Lending Group, Ltd upon final conversion of $2141,~~750~~000 in principal and $24,~~520~~200 in accrued interest. The note was then retired.

~~December~~November Convertible Note -- On ~~December~~November 2022, 2021, the Company ~~entered~~signed ~~into~~ a ~~convertible~~promissory note agreement with an accredited investor. It received $3360,000 after an original issue discount of $3,~~000~~750 inand ~~lieu~~reimbursement of ~~interest~~$3,000 to cover the investor’s legal fees. The total amount of $3066,~~000~~750 ~~plus 3% interest or $990~~ will be due on ~~September~~November 2022, 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~~29% ~~price~~discount ofto ~~$0.02~~the ~~per~~lowest ~~share~~VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 2550% and athe ~~daily~~interest ~~penalty~~rate ofwill ~~$100~~increase ~~will~~to ~~accrue~~22% until the default is remedied. AsOn May 31, 2022, the Company issued 1,652,893 shares of common stock to Power Up Lending Group, Ltd upon conversion of $20,000, leaving a principal balance remaining of $46,750. On June 306, 2022, the ~~remaining~~Company ~~balance~~issued ~~totaled~~2,252,252 shares of common stock to Power Up Lending Group, Ltd upon conversion of $3325,000, leaving a principal balance remaining of $21,750. 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.

~~February~~December Convertible Note -- On ~~February~~December 120, ~~2022~~2021, the Company ~~signed~~entered into a ~~promissory~~convertible note agreement with an accredited investor. It received $5033,000 after an original issue discount of $3,000 ~~and~~in ~~reimbursement~~lieu of ~~$3,000 to cover the investor’s legal fees~~interest. The total amount of $5630,000 plus 3% interest or $990 will be due on ~~February~~September 120, ~~2023~~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%~~fixed ~~discount~~price toof ~~the~~$0.02 ~~lowest~~per ~~VWAP during the 10 trading days preceding the conversion date~~share. In the event of default, the outstanding balance will increase by 5025% and ~~the~~a ~~interest~~daily ~~rate~~penalty ~~will~~of ~~increase~~$100 towill ~~22%~~accrue until the default is remedied. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of ~~June~~September 30, 2022, the remaining balance totaled $5633,000.

~~March~~February Convertible Note -- On ~~March~~February 41, 2022, the Company signed a promissory note agreement with an accredited investor. It received $5550,000 after an original issue discount of $3,~~500~~000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $6156,~~500~~000 will be due on ~~March~~February 41, 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. AsOn August 8, 2022, the Company issued 2,752,294 shares of ~~June~~common stock to Sixth Street Lending LLC upon conversion of $30,000, leaving a principal balance remaining of $26,000. On August 12, 2022, the ~~remaining~~Company ~~balance~~issued ~~totaled~~2,323,967 shares of common stock to Sixth Street Lending LLC upon final conversion of $6126,~~500~~000 in principal and $2,120 in accrued interest. The note was then retired.

~~March~~14 ~~Convertible~~Table ~~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.Contents

~~April~~March Convertible Note -- On ~~April~~March 254, 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~~March 254, 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. AsOn September 8, 2022, the Company issued 2,100,840 shares of ~~June~~common 30stock to Sixth Street Lending LLC upon conversion of $25,000, leaving a principal balance remaining of $36,500. On September 12, 2022, the ~~remaining~~Company ~~balance~~issued ~~totaled~~3,273,950 shares of common stock to Sixth Street Lending LLC upon final conversion of $6136,500 in principal and $2,460 in accrued interest. The note was then retired.

~~May~~March Convertible Note -- On ~~May~~March 2321, 2022, the Company signed a promissory note agreement with an accredited investor. It received $3055,000 after an original issue discount of $23,~~000~~500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $3561,~~000~~500 will be due on ~~May~~March 2321, 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. AsOn September 27, 2022, the Company issued 2,325,581 shares of ~~June~~common 30stock to Sixth Street Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $41,500. On September 28, 2022, the ~~remaining~~Company ~~balance~~issued ~~totaled~~2,625,000 shares of common stock to Sixth Street Lending LLC upon conversion of $3521,000, leaving a principal balance remaining of $20,500. On September 30, 2022, the Company issued 3,214,085 shares of common stock to Sixth Street Lending LLC upon final conversion of $20,500 in principal and $2,320 in accrued interest. The note was then retired.

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 September 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 September 30, 2022, the remaining balance totaled $35,000.

July Convertible Note -- 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. As of September 30, 2022, the remaining balance totaled $57,050.

August Convertible Note -- On August 18, 2022, the Company signed a promissory note agreement with an accredited investor. It received $40,000 after an original issue discount of $2,600 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $45,600 will be due on August 18, 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 September 30, 2022, the remaining balance totaled $46,020.

September Convertible Note -- On September 21, 2022, 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 September 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 September 30, 2022, the remaining balance totaled $66,838.

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Test Vehicle Financing

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

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

Note payable – UPT minority owner

A promissory note is held by the 5% minority owner of UPT. The terms of the note have not been finalized.

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Warrants Issued with Debt

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

	Number ofWarrants		Weighted-averageExercisePrice		Weighted-averageRemainingLife(Years)		AggregateIntrinsicValue
Outstanding, December 31, 2021		25,~~600~~400,000	$	0.05		2.3	$	170,400
Granted		--				--		--
Forfeited or expired		--				--		--
Exercised		--		--		--		--
Outstanding, June 30, 2022		25,600,000		0.05		1.8		54,800
Outstanding, September 30, 2022		25,400,000		0.05		1.6		22,000
Exercisable, June 30, 2022		25,600,000	$	0.05		1.8	$	54,800
Exercisable, September 30, 2022		25,400,000	$	0.05		1.6	$	22,000

Transactions with Related Parties

The note payable - related party, in the amount of $45,~~463~~511 as of ~~June~~September 30, 2022, is held by two of the Company’s officers and relates to unreimbursed expenses.

The note payable - UPT minority owner, in the amount of $100,000, is held by the 5% minority owner of UPT. The terms of the note have not been finalized.

Future contractual maturities of debt are as follows:

Year ending December 31,
2022	$	4,~~223~~090,~~724~~237
2023		1719,~~971~~646
2024		~~2,079~~404
	$	4,~~243~~110,~~774~~287

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Note 4 – Derivative Liability

Under the terms of the ~~February~~April 2022, ~~March~~ May 2022, ~~April~~July 2022, August 2022 and ~~May~~September 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:

Volatility	119.7-128.6%	~~119.9-131.1~~	%
Risk-free interest rate	2.03–4.05%	~~2.51–2.80~~	%
Expected life (years)	0.57–0.98	~~0.59–0.90~~
Dividend yield		--

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Changes in the derivative liability were as follows:

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

	Six Months Ended June 30, 2022
	Nine months Ended September 30, 2022
	Level 1		Level 2		Level 3			Total
Convertible debt and other derivative liabilities at December 31, 2021	$	-	$	-	$	175,915		$	175,915
Conversions of convertible debt		-		-		(~~277~~401,~~007~~707	)		(~~277~~401,~~007~~707	)
Issuance of convertible debt and other derivatives		-		-		~~164~~276,~~582~~772			~~164~~276,~~582~~772
Change in fair value		-		-		~~151~~119,~~584~~877			~~151~~119,~~584~~877
Convertible debt and other derivative liabilities at June 30, 2022	$	-	$	-	$	215,074		$	215,074
Convertible debt and other derivative liabilities at September 30, 2022	$	-	$	-	$	170,857		$	170,857

Note 5 – Commitments and Contingencies

Securities and Exchange Commission Settlement

On September 20, 2018, the Securities and Exchange Commission (SEC) approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934. These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing.

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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 ~~June~~September 30, 2022 and December 31, 2021, $50,000 is still 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, etSettlement 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 also named Cool Technologies as a 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.

Cool Technologies’ subsidiary Ultimate Power Truck, LLC (“UPT”) was in pending litigation (PGC Investments, LLC, ~~has~~et ~~also~~al. ~~initiated~~v. anUltimate ~~AAA~~Power ~~arbitration~~Truck, ~~proceeding~~LLC, ~~against~~in ~~Cool~~the ~~Technologies~~Circuit ~~seeking~~Court ~~damages in~~for the ~~amount~~Sixth ofJudicial ~~$360~~Circuit,~~500~~ Pinellas County, Florida). The litigation was a commercial landlord-tenant action wherein the Plaintiffs sought damages for ~~breach~~nonpayment of ~~contract~~rent ~~and~~arising ~~breach~~out of a commercial lease agreement for which UPT was the ~~implied~~tenant. ~~covenant~~The plaintiffs also named Cool Technologies as a defendant in the amended and second amended complaint. Cool Technologies has moved to dismiss the second amended complaint for lack of ~~good~~personal ~~faith~~jurisdiction and ~~fair~~failure ~~dealing~~to state a cause of action, which never proceeded to a hearing. ~~The~~On ~~parties~~July ~~have~~7, 2022, the parties entered into a settlement agreement. inAs ~~conjunction~~per ~~with~~ the ~~Pinellas~~agreement, ~~County~~Cool ~~litigation,~~Technologies paid Dennis Campbell and itPGC isInvestments ~~anticipated~~$25,000 within 5 business days of the ~~arbitration~~effective ~~will~~date ~~also~~(July be7, ~~dismissed~~2022), inanother ~~late~~$25,000 on or before September 30, 2022, and 50,000 unregistered shares of the Company’s common stock on or ~~early~~before ~~October~~September 30, 2022. On October 21st, PGC Investments, LLC and Dennis Campbell filed a Notice of Voluntary Dismissal with Prejudice in the Circuit Court of the Sixth Judicial Circuit for Pinellas County.

PGC Investments, LLC 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 parties entered into a settlement agreement in conjunction with the Pinellas County litigation, then on October 21, 2022, PGC Investments also filed a Notice of Voluntary Dismissal with Prejudice with the American Arbitration Association.

All expenses related to the UPT litigation and 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.

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Note 6 – Equity

Preferred Stock

Cool Technologies has 15,000,000 preferred shares authorized ~~and~~of which 3 Series A and 2,727,270 Series B preferred shares are issued and outstanding as of ~~June~~September 30, 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 $0.055.

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

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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 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.

The warrants cannot be exercised on a cashless basis.

~~KHIC,~~On ~~Inc.~~May ~~holds~~8, ~~the~~2017, ~~remaining~~Inverom 3Corporation ~~shares~~converted ofits ~~Series~~909,090 ~~A Preferred Stock. Each share of~~ Series AB ~~Preferred~~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 50909,~~000~~090 shares of common stock. ~~The~~This ~~holders~~represented ofall ~~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~~Series B stock, anheld ~~amount~~by ~~per~~Inverom ~~preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share)~~Corporation.

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

Common Stock

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

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Common stock warrants issued with the sale of common stock

When the Company sells shares of its common stock the buyer also typically receives fully vested common stock warrants with a maximum contractual term of 3-5 years. A summary of common stock warrants issued with the sale of common stock as of ~~June~~September 30, 2022, and changes during the period then ended is presented below:

	Number of Warrants		Weighted-averageExercise Price		Weighted-averageRemainingLife(Years)		AggregateIntrinsicValue
Outstanding, December 31, 2021		17,614,285	$	0.06		0.5	$	113,250
Granted		--		--		--		--
Forfeited or canceled		410,~~000~~864,~~000~~285		0.0607		--		--
Outstanding, June 30, 2022		13,614,285		0.06		0.4		9,375
Outstanding, September 30, 2022		6,750,000		0.04		0.2		--
Exercisable, June 30, 2022		13,614,285	$	0.06		0.4	$	9,375
Exercisable, September 30, 2022		6,750,000	$	0.04		0.2	$	--

Note 7 – Share-based payments

Nonemployee common stock warrants -- Fully-vested upon issuance

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

	Number of Warrants		Weighted-averageExercise Price		Weighted-averageRemainingLife(Years)		AggregateIntrinsicValue
Outstanding, December 31, 2021		10,700,000	$	0.02		1.7	$	259,580
Granted		--		--		--		--
Forfeited or expired		800,000		0.03		--		--
Outstanding, June 30, 2022		9,900,000		0.02		1.2		21,750
Outstanding, September 30, 2022		9,900,000		0.02		1.0		1,250
Exercisable, June 30, 2022		9,900,000	$	0.02		1.2	$	21,750
Exercisable, September 30, 2022		9,900,000	$	0.02		1.0	$	1,250

Note 8 – Net Loss per Share

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

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

	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net loss available for stockholders	$	(~~590~~482,~~710~~149	)	$	(~~658~~609,~~313~~222	)	$	(1,~~167~~650,~~433~~635	)	$	(2,~~334~~944,~~274~~152	)
Weighted average outstanding shares of common stock		~~606~~623,~~812~~337,~~747~~586			~~570~~578,~~430~~179,~~373~~773			~~599~~607,~~967~~994,~~230~~179			~~556~~563,~~333~~695,~~323~~497
Dilutive effect of stock options and warrants		-			-			-			-
Common stock and equivalents		~~606~~623,~~812~~337,~~747~~586			~~570~~578,~~430~~179,~~373~~773			~~599~~607,~~967~~994,~~230~~179			~~556~~563,~~333~~695,~~323~~497
Net loss per share - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.0001	)

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

	June 30
	September 30
	2022		2021
Stock options		4,000,000		4,000,000
Common stock warrants		5341,~~964~~850,~~285~~000		6356,~~036~~309,~~542~~272
Common stock issuable		494,697		494,697
Convertible notes		7968,~~267~~689,~~277~~816		3843,~~375~~085,~~495~~229
Convertible preferred stock		2,877,270		2,877,270
Total		~~140~~117,~~603~~911,~~529~~783		~~108~~106,~~784~~766,~~004~~468
Total exercisable at June 30		86,534,252		65,913,812
Total exercisable at September 30		86,534,252		71,570,468

Note 9 – Subsequent Events

On ~~July~~October 724, 2022, ~~Cool~~the ~~Technologies’~~Company ~~subsidiary,~~signed ~~UPT,~~a ~~and~~promissory ~~PGC~~note ~~Investments~~agreement with an accredited investor. It received $40,000 ~~LLC~~after ~~entered~~an ~~into~~original aissue ~~settlement~~discount ~~agreement~~of ~~covering~~$2,600 ~~pending~~and ~~litigation~~reimbursement inof $3,000 to cover the ~~Circuit~~investor’s ~~Court~~legal ~~for~~fees. ~~the~~The ~~Sixth~~total ~~Judicial~~amount ~~Circuit~~of $45,600 ~~Pinellas~~will ~~County~~be due on October 24, ~~Florida~~2023. ~~The~~After ~~litigation~~180 isdays, at the holder’s option, a ~~commercial~~portion ~~landlord-tenant~~or ~~action~~all ~~wherein~~of the ~~Plaintiffs~~unpaid ~~seek~~principal ~~damages~~and ~~for~~interest ~~nonpayment~~may ofbe ~~rent~~converted ~~arising~~into ~~out~~shares of common stock at a ~~commercial~~29% ~~lease~~discount ~~agreement~~to ~~for~~the ~~which~~lowest ~~UPT~~VWAP ~~was~~during the ~~tenant~~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.

~~The~~On ~~settlement~~October ~~also~~31, ~~covers~~2022, athe ~~pending~~Company ~~arbitration~~issued ~~proceeding~~2,247,191 ~~against~~shares ~~Cool~~of ~~Technologies~~common ~~seeking~~stock ~~damages in~~to ~~the~~Sixth ~~amount~~Street ~~of $360~~Lending,~~500~~ ~~for~~LLC ~~breach~~upon ofconversion ~~contract and breach~~ of ~~the~~$20,000 ~~implied~~on ~~covenant~~principal of ~~good faith and fair dealing~~$61,500.

AsOn ~~per~~November ~~the settlement agreement~~4, ~~Cool Technologies must pay Dennis Campbell and PGC Investments $25~~2022,~~000~~ ~~within 5 business days of~~ the ~~effective~~Company ~~date~~issued ~~(July 7~~2, ~~2022)~~777,778 ~~another~~shares ~~$25,000~~of oncommon orstock ~~before~~to ~~September~~Sixth ~~30,~~Street ~~2022~~Lending, ~~and~~LLC ~~50,000~~upon ~~unregistered~~conversion ~~shares~~ of ~~the~~$20,000 ~~Company’s common stock~~ on orprincipal ~~before~~of ~~September 30~~$61, ~~2022~~500.

~~Within~~On ~~two~~November ~~days~~7, of2022, the ~~issuance~~Company ofissued ~~the~~3,308,333 shares, ~~the receipt~~ of ~~the~~common ~~final~~stock ~~payment~~to ~~made~~Sixth ~~and~~Street ~~confirmation of clear funds~~Lending, ~~PGC~~ isLLC ~~required~~upon tofinal ~~file~~conversion ~~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-~~$23,820 ~~2022~~on ~~and~~principal ~~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~~$61,500.

As21 ~~Cool~~Table ~~Technologies~~of ~~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 2022.~~Contents

OnItem ~~July 22, 2022, the Company signed a promissory note agreement with an accredited investor~~2. ~~It received $50,000 after an original issue discount of $3,200 and reimbursement of $3,000 to cover the investor~~Management’s ~~legal~~Discussion ~~fees.~~and ~~The~~Analysis ~~total amount~~ of ~~$56,200~~Financial ~~will~~Condition ~~be due on July 22, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal~~ and ~~interest~~Results ~~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. Operations

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

OnCool ~~August 11~~Technologies, ~~2022~~Inc. and subsidiary, (“the Company” ~~issued~~or ~~2,323,967~~“Cool ~~shares~~Technologies” or “CoolTech”) was incorporated in the State of ~~common~~Nevada ~~stock~~in toJuly ~~Sixth~~2002. ~~Street~~In ~~Lending~~April 2014, CoolTech formed Ultimate Power Truck, LLC ~~upon~~(“Ultimate ~~final~~Power ~~conversion~~Truck” ofor ~~$26~~“UPT”),~~000~~ onof ~~principal~~which the Company owns 95% and a shareholder of ~~$56~~Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation,~~000~~ as Z3 Enterprises, and ~~accrued~~as ~~interest~~HPEV, ofInc. $2On August 20,~~120~~ 2015, the Company changed its name to Cool Technologies, Inc.

19The ~~Table~~Company’s oftechnologies ~~contents~~are divided into two distinct but complementary categories: mobile power generation and heat dispersion technology.

~~Item~~The 2Company has developed a mobile power generation system (eMGen) that enables work trucks to generate electric power by running an in-chassis generator. ~~Management’s~~The ~~Discussion~~eMGen system can be retrofitted onto new and ~~Analysis~~existing ofglobal ~~Financial~~truck ~~Condition~~platforms. Optional applications include water purification and ~~Results~~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 ~~Operations~~the Company, its sales agents and its joint venture partners. CoolTech may also license the eMGen system as well.

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

~~Cool~~CoolTech ~~Technologies,~~has ~~Inc.~~also ~~and~~developed ~~subsidiary,~~heat ~~(“the~~dispersion ~~Company”~~technologies orbased ~~“Cool~~on ~~Technologies”~~proprietary orcomposite ~~“CoolTech”)~~heat ~~was~~structures ~~incorporated~~and inheat ~~the~~pipe ~~State~~architecture ofin ~~Nevada~~various inproduct ~~July~~platforms ~~2002.~~such Inas ~~April~~electric ~~2014~~motors, ~~CoolTech~~pumps, ~~formed Ultimate Power Truck~~turbines, ~~LLC~~bearings ~~(“Ultimate~~and ~~Power~~vehicle ~~Truck”~~components. orIn ~~“UPT”)~~preparation, ofCoolTech ~~which~~has ~~the~~applied ~~Company~~for ~~owns~~trademarks ~~95%~~for ~~and~~ a ~~shareholder~~brand ofname ~~Cool~~for ~~Technologies~~its ~~owns~~mobile ~~5%.~~power ~~Cool~~generation ~~Technologies~~system ~~was~~and ~~formerly~~for ~~known~~one asof ~~Bibb~~its ~~Corporation,~~technologies ~~as Z3 Enterprises,~~ and asits ~~HPEV, Inc~~acronym. OnCool ~~August~~Technologies ~~20,~~currently ~~2015,~~owns ~~the~~two ~~Company~~trademarks: ~~changed~~eMGen ~~its~~and ~~name~~TEHPC to(Totally ~~Cool~~Enclosed ~~Technologies,~~Heat ~~Inc~~Pipe Cooled).

~~The~~When ~~Company~~a generator is enhanced by CoolTech’s ~~technologies~~patented ~~are~~thermal ~~divided~~technologies, ~~into~~it ~~two~~should ~~distinct~~be ~~but~~able ~~complementary~~to ~~categories:~~output ~~mobile~~more power ~~generation~~than ~~and~~any ~~heat~~other ~~dispersion~~generator ~~technology~~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.

~~The~~Furthermore, ~~Company~~management ~~has~~believes ~~developed a mobile power generation system (eMGen)~~ that ~~enables~~the ~~work~~technologies ~~trucks~~will toincrease ~~generate~~the ~~electric~~lifespan ~~power~~as bywell ~~running~~as anhelp ~~in-chassis~~meet ~~generator.~~regulatory ~~The~~emissions ~~eMGen~~standards ~~system~~for ~~can~~electric bemotors ~~retrofitted onto new~~ and ~~existing~~other ~~global~~heat ~~truck~~producing ~~platforms.~~equipment ~~Optional applications include water purification~~ and ~~desalination as well as electric vehicle charging~~components. ~~CoolTech~~ ~~intends~~The tosimplicity ~~market~~of ~~and sell~~ the ~~mobile~~heat ~~power~~pipe ~~generation~~architecture ~~systems to government, commercial and fleet vehicle owners~~ as well as ~~original~~the ~~equipment~~fact ~~manufacturers~~that ~~and~~it ~~individual~~provides ~~users.~~effective ~~Sales~~new ~~are~~applications ~~expected~~for toexisting ~~occur~~manufacturing ~~through~~processes ~~the~~should ~~direct~~enhance ~~efforts of~~ the ~~Company,~~cost ~~its~~structure ~~sales~~in ~~agents~~several ~~and~~large ~~its~~industries ~~joint~~including ~~venture~~motor/generator ~~partners.~~and ~~CoolTech~~engine ~~may also license the eMGen system as well~~manufacturing.

~~The~~As ~~markets~~of ~~targeted~~September ~~include~~30, ~~consumer~~2022, ~~agricultural~~we have seven US patents, ~~industrial~~two Canadian patents, ~~military~~one Mexican patent, one allowed Brazilian patent and ~~emergency~~one ~~responders,~~pending ~~both~~US inpatent ~~the~~application ~~U.S.~~covering integrated electrical power generation methods and ~~worldwide~~systems.

~~CoolTech~~The ~~has~~Company ~~also~~intends ~~developed~~to ~~heat~~commercialize ~~dispersion~~its ~~technologies~~patents ~~based~~by onintegrating ~~proprietary~~the ~~composite~~thermal ~~heat~~technologies ~~structures~~ and ~~heat~~applications ~~pipe~~with ~~architecture~~Original inEquipment ~~various~~Manufacturer ~~product~~(OEM) ~~platforms~~partners ~~such~~and asby licensing them to electric ~~motors~~motor, ~~pumps~~generator, ~~turbines,~~pump ~~bearings~~ and vehicle ~~components.~~component In(brake, ~~preparation~~resistor, 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 currently owns two trademarks: eMGen and TEHPC (Totally Enclosed Heat Pipe Cooledcaliper). manufacturers.

~~When~~We abelieve ~~generator~~the isbenefits ~~enhanced~~of byour ~~CoolTech’s~~mobile ~~patented~~power ~~thermal~~generation ~~technologies,~~systems itare ~~should~~quickly berealized ~~able~~once topotential ~~output~~customers ~~more~~see ~~power~~it ~~than~~in ~~any~~operation. ~~other~~Public ~~generator~~demonstrations of ~~its~~the ~~size~~eMGen onsystems ~~the~~began ~~market~~in April 2017. ~~That’s~~An ~~because~~inspection ~~third~~and ~~party~~performance ~~testing~~demonstration ~~has~~for ~~demonstrated~~Mexican ~~that~~government ~~the~~officials ~~cooling~~and ~~provided~~business byleaders occurred in May 2018. Feedback from initial viewers resulted in more government officials and fruit growers coming to see the ~~thermal~~eMGen ~~technologies~~power ~~can~~equipment ~~help~~and ~~increase~~to learn about the ~~efficiency~~water ofpurification ~~electric~~options ~~motors~~in March 2019. Even more officials and growers followed -- flying to St. Louis for a review in May 2019.

~~Furthermore,~~We ~~management~~generated ~~believes~~our ~~that~~first ~~the~~Mobile ~~technologies~~Generation ~~will~~order ~~increase~~during the ~~lifespan~~quarter asended ~~well~~June as30, ~~help~~2014 ~~meet~~and ~~regulatory~~received ~~emissions~~a ~~standards~~partial ~~for~~deposit ~~electric~~in ~~motors~~advance ~~and~~of ~~other~~completing ~~heat~~the ~~producing~~sale. ~~equipment~~On ~~and~~June ~~components.~~9, ~~The~~2017, ~~simplicity~~the ofCompany ~~the~~received ~~heat~~a ~~pipe~~purchase ~~architecture~~order asfor ~~well~~10 aseMGen ~~the~~systems ~~fact~~from ~~that~~Craftsmen itIndustries. ~~provides~~As ~~effective~~Craftsmen ~~new~~builds ~~applications~~custom ~~for~~vehicles ~~existing~~designed ~~manufacturing~~to ~~processes~~the ~~should~~individual ~~enhance~~specifications ~~the~~of ~~cost~~their ~~structure~~customers inwhose ~~several~~businesses ~~large~~and ~~industries~~technical ~~including~~requirements ~~motor/generator~~vary ~~and~~widely, ~~engine~~it ~~manufacturing~~is impossible to estimate when the order will be fulfilled.

As22 Table of June 30, 2022, we have seven US patents, two Canadian patents, one Mexican patent, one allowed Brazilian patent and one pending US patent application covering integrated electrical power generation methods and systems.Contents

20In ~~Table~~November of2017, ~~contents~~the Company received a purchase commitment for 234 eMGen systems from a Mexican Producers’ Union. That was followed by a purchase commitment for 24 to 50 eMGen 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 eMGen 80 kVA systems installed. On May 7, 2019, Turkish technology company Belirti Teknoloji, A.S. delivered a purchase order for six hundred eMGen 80, eMGen 125 and eMGen 200 Mobile Generation systems.

~~The~~Craftsmen ~~Company~~Industries ~~intends~~was selected to ~~commercialize~~produce ~~its~~the ~~patents~~first bysystems ~~integrating~~due ~~the~~to ~~thermal~~its ~~technologies~~engineering capabilities and ~~applications~~extensive ~~with~~facilities. ~~Original~~In ~~Equipment~~January ~~Manufacturer~~2019, ~~(OEM)~~it ~~partners~~began ~~and~~production byon ~~licensing~~the ~~them~~initial tovehicles ~~electric~~and ~~motor,~~completed ~~generator,~~an ~~pump~~initial ~~and~~production run vehicle ~~component~~two ~~(brake,~~months ~~resistor, caliper) manufacturers~~later.

We ~~believe~~have ~~the~~not ~~benefits~~generated ofany ~~our~~revenues ~~mobile~~to ~~power~~date. ~~generation~~Consequently, ~~systems~~there ~~are~~can ~~quickly~~be ~~realized~~no ~~once~~assurances ~~potential~~that ~~customers see it in operation. Public demonstrations of~~ the ~~eMGen~~Company ~~systems~~will ~~began~~be inable ~~April~~to ~~2017.~~generate Annew ~~inspection~~orders, ~~and~~nor ~~performance~~fulfill ~~demonstration~~the ~~for~~existing ~~Mexican~~ones, ~~government~~nor ~~officials~~address ~~and~~all ~~business~~the ~~leaders~~requirements ~~occurred~~of inall ~~May~~the ~~2018~~interested parties. ~~Feedback~~As ~~from~~of ~~initial~~September ~~viewers~~30, ~~resulted~~2022, inthe ~~more~~Company ~~government~~does ~~officials~~not ~~and~~have ~~fruit growers coming to see~~ the ~~eMGen~~funds ~~power~~available ~~equipment and~~ to ~~learn~~fulfill ~~about~~ the ~~water purification options in March 2019~~orders. ~~Even more officials and growers followed -- flying to St. Louis for a review in May 2019.~~

WeManagement ~~generated~~is ~~our~~awaiting ~~first~~the ~~Mobile~~receipt ~~Generation~~of ~~order during~~ the ~~quarter~~first ~~ended~~tranche ~~June~~of 30funding, ~~2014~~based ~~and~~upon ~~received~~ a ~~partial~~third-party ~~deposit~~assessment ~~in advance~~ of ~~completing~~ the ~~sale.~~historically Ondemonstrated ~~June~~or 9,contractually ~~2017,~~committed ~~the~~profit-earning ~~Company~~capacities ~~received~~of aour ~~purchase order for 10 eMGen systems from Craftsmen Industries~~IP. AsWe ~~Craftsmen~~see ~~builds~~this ~~custom~~as ~~vehicles designed to~~ the ~~individual~~best ~~specifications~~path offorward ~~their~~for ~~customers~~non-dilutive ~~whose businesses and technical requirements vary widely, it is impossible to estimate when the order will be fulfilled~~funding.

InTo ~~November~~that ~~2017~~end, ~~the~~on ~~Company~~March ~~received~~11, a2020, ~~purchase~~Cool ~~commitment~~Technologies, ~~for~~Inc. ~~234~~and ~~eMGen~~3&1 ~~systems~~Capital ~~from~~Partners, LLC, signed a ~~Mexican~~non-binding ~~Producers’~~Memorandum ~~Union.~~of ~~That~~Terms ~~was~~for ~~followed~~Debt byFinancing apursuant ~~purchase~~to ~~commitment~~which ~~for~~the 24Company is due to 50receive ~~eMGen~~gross ~~units~~proceeds ~~from~~of aat ~~second~~least ~~Mexican~~$12.5 ~~Producers’~~million ~~Union~~minus inadministration ~~December~~and ~~2017.~~origination Onfees ~~April~~as 9,well ~~2018,~~as ~~the~~other ~~first~~expenses. ~~Mexican~~The ~~Producers’~~debt ~~Union~~financing ~~executed~~will be structured as a ~~purchase~~promissory ~~order~~note with ~~the~~a ~~Company~~security ~~for~~interest. The 10first ~~Ford~~priority ~~F350s~~security ~~with~~interest ~~eMGen~~will 80encompass ~~kVA~~all ~~systems~~intellectual ~~installed.~~property On(“IP”) ~~May~~owned 7,by ~~2019,~~the ~~Turkish~~Company ~~technology~~on ~~company~~the ~~Belirti~~closing ~~Teknoloji,~~date ~~A.S.~~and ~~delivered~~all aintellectual ~~purchase~~property ~~order~~acquired ~~for~~by ~~six~~or ~~hundred~~issued ~~eMGen~~to ~~80,~~the ~~eMGen~~Company ~~125~~during ~~and~~the ~~eMGen~~term ~~200~~of ~~Mobile~~the ~~Generation~~36-month ~~systems~~note. Also included as collateral are all equipment and contracts related to the IP.

~~Craftsmen~~Pursuant ~~Industries~~to ~~was~~the ~~selected~~Memorandum, tothe ~~produce~~Company ~~the~~agreed ~~first~~to ~~systems~~a ~~due~~cash toprepayment ~~its~~equal ~~engineering~~to ~~capabilities~~18 ~~and~~months ~~extensive~~of ~~facilities.~~interest Inthat ~~January~~will ~~2019,~~fund itan ~~began~~Interest ~~production~~Escrow onAccount from the ~~initial~~proceeds ~~vehicles~~or ~~and~~12 ~~completed~~months anof ~~initial~~the ~~production~~prepayment ~~run~~interest ~~vehicle~~which ~~two~~shall ~~months~~be ~~later~~considered earned and nonrefundable.

WeMonthly ~~have~~interest ~~not~~payments ~~generated~~based ~~any~~on ~~revenues~~a toterm ~~date~~loan rate of 5.85% ~~Consequently,~~per ~~there~~annum ~~can~~will be nodebited ~~assurances~~from ~~that~~the prepayment Interest Escrow Amount on the ~~Company~~first ~~will~~day beof ~~able~~the tomonth ~~generate~~for ~~new~~18 ~~orders,~~months. ~~nor~~One ~~fulfill~~month later, the ~~existing~~Company ~~ones,~~shall ~~nor~~commence ~~address~~making ~~all~~17 ~~the~~equal ~~requirements~~payments of ~~all~~principal and accrued and unpaid interest on the ~~interested~~first ~~parties~~day of the month. AsA offinal ~~June~~payment ~~30,~~of ~~2022,~~all ~~the~~unpaid ~~Company~~principal ~~does~~and ~~not~~accrued ~~have~~and ~~the~~unpaid ~~funds~~interest ~~available~~shall tobe ~~fulfill~~due on the ~~orders~~Maturity Date.

~~Management~~For isthe ~~awaiting~~first ~~the~~eighteen ~~receipt~~months of the ~~first~~loan, ~~tranche~~the ofCompany ~~funding,~~agreed ~~based~~to ~~upon~~apply aat ~~third-party~~least ~~assessment~~25% of the ~~historically~~profits ~~demonstrated~~from all sales, purchase orders, or ~~contractually~~any ~~committed~~other ~~profit~~revenue-~~earning~~generating ~~capacities~~transactions ofto ~~our~~the ~~IP.~~outstanding Weprincipal ~~see~~and ~~this~~interest, asand ~~the~~then ~~best~~50%, ~~path~~thereafter, ~~forward~~until ~~for~~its ~~non-dilutive~~obligations ~~funding~~have been satisfied.

ToSince ~~that~~the ~~end,~~signing onof ~~March~~the 11Memorandum, ~~2020,~~definitive ~~Cool~~documents ~~Technologies,~~have ~~Inc.~~been ~~and~~drawn ~~3&1~~up ~~Capital~~and ~~Partners,~~financing ~~LLC,~~instruments ~~signed~~have abeen ~~non-binding~~created ~~Memorandum~~and ofpackaged. ~~Terms~~Central ~~for~~to ~~Debt~~the ~~Financing~~provision ~~pursuant~~of ~~to which~~ the ~~Company~~funds is ~~due~~the tosuccessful ~~receive~~underwriting ~~gross proceeds~~ of atthe ~~least~~financial ~~$12~~instruments.5 ~~million~~Buyers ~~minus~~have ~~administration~~recently ~~and~~signed ~~origination~~subscription ~~fees~~agreements asto ~~well~~purchase asthe ~~other~~financial ~~expenses~~instruments. ~~The debt financing will be structured as a promissory note with a security interest.~~ ~~The~~In ~~first~~addition, ~~priority~~Cool ~~security~~Technologies ~~interest~~and ~~will~~3&1 ~~encompass~~Capital ~~all~~Partners ~~intellectual~~have ~~property~~polished ~~(“IP”) owned by the Company on the closing date~~ and ~~all~~perfected ~~intellectual property acquired by or issued to~~ the ~~Company~~final ~~during~~funding ~~the term of the 36-month note~~documents. ~~Also included as collateral are all equipment and contracts related to the IP.~~

~~Pursuant~~The tosigning ~~the~~of ~~Memorandum,~~subscription ~~the~~agreements ~~Company~~are ~~agreed~~definitive toactions athat ~~cash~~the ~~prepayment~~Company ~~equal to 18 months of interest that~~ will ~~fund~~likely anreceive ~~Interest~~some, ~~Escrow~~if ~~Account~~not ~~from~~all, ~~the proceeds or 12 months~~ of the ~~prepayment~~funds ~~interest which shall be considered earned and nonrefundable~~promised.

~~Monthly~~If ~~interest~~funding ~~payments~~is ~~based~~received, onit ~~a term loan rate of 5.85% per annum~~ will be ~~debited~~used ~~from~~to ~~the~~support ~~prepayment~~completion ~~Interest~~of ~~Escrow Amount on~~ the ~~first~~initial ~~day~~phases of ~~the~~our ~~month~~business ~~for~~plan, 18which ~~months.~~is ~~One~~to ~~month~~license ~~later,~~our ~~the~~thermal ~~Company~~technologies ~~shall~~and ~~commence~~applications; ~~making~~to 17license ~~equal~~or ~~payments~~sell ofa ~~principal~~mobile ~~and~~electric ~~accrued~~power system; and ~~unpaid~~to ~~interest~~license onour ~~the~~submersible ~~first~~motor ~~day~~dry ofpit ~~the~~technologies ~~month.~~and/or Ato ~~final~~bring ~~payment~~to ofmarket ~~all~~our ~~unpaid~~technologies ~~principal~~ and ~~accrued~~applications ~~and~~through ~~unpaid~~key ~~interest~~distribution ~~shall~~and bejoint ~~due~~venture ~~on the Maturity Date~~partners.

~~For the first eighteen months of the loan~~Currently, the Company ~~agreed~~owns tomost ~~apply at least 25%~~ of the ~~profits~~parts ~~from~~needed ~~all~~to ~~sales,~~build ~~purchase~~4 ~~orders,~~ or ~~any~~5 ~~other~~generator ~~revenue-generating~~systems ~~transactions~~and toone ~~the~~water ~~outstanding~~unit. ~~principal~~A ~~and~~second ~~interest~~water unit, ~~and~~that ~~then~~has ~~50%,~~already ~~thereafter,~~been ~~until~~paid ~~its~~for, ~~obligations~~has ~~have~~not yet been ~~satisfied~~shipped.

~~Since~~23 ~~the~~Table ~~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 have polished and perfected the final funding documents. Contents

~~The~~Over ~~signing~~the ofpast ~~subscription~~two ~~agreements~~years, ~~are~~the ~~definitive~~Company ~~actions~~has ~~that~~achieved price reductions by comparing vendor quotes and by negotiating with a select few. Inflation will eliminate the ~~Company~~quoted reductions. A 10% overall increase in the price of components will likely ~~receive~~occur ~~some~~when the Company makes its next round of purchases. By working with fewer suppliers, ifusing ~~not~~volume ~~all~~discounts and providing payment with orders, ofthe Company believes it can hold prices within the ~~funds~~expected ~~promised~~10% increase. That will ultimately depend on whether the Federal Reserve successfully manages to control inflation.

IfOther ~~funding~~than isacting ~~received,~~as itone ~~will be used to support completion~~ of the ~~initial~~catalysts ~~phases~~for ~~of our business plan~~inflation, ~~which~~the isRusso-Ukrainian toWar ~~license~~should ~~our~~have ~~thermal~~no ~~technologies~~impact ~~and~~on ~~applications;~~the toCompany. ~~license~~If orthe ~~sell~~geo-political atensions ~~mobile~~spread ~~electric~~beyond ~~power~~the ~~system;~~region, ~~and~~it tocould ~~license~~impact ~~our~~some ~~submersible~~of ~~motor~~the ~~dry~~Company’s ~~pit~~customers ~~technologies~~who ~~and/or~~have toexisting ~~bring~~purchase ~~to market our technologies and applications through key distribution and joint venture partners~~orders.

21A ~~Table~~more immediate concern appears to be easing a bit. Our primary supply chain issue involves the shortage of ~~contents~~semiconductor chips needed for vehicle manufacturing. According to CNBC, Ford reported that part shortages had prevented 40 to 45,000 vehicles, primarily trucks and SUVs, from reaching dealers (https://tinyurl.com/43ky9tny). J.P. Morgan Research predicts that more chips will become available in the second half of 2022, however, the chips available may not be the right type to satisfy all demand (https://tinyurl.com/yc9kmbpp). McKinsey & Company research indicates that the auto industry’s reliance on 90 nanometer chips will keep supply and demand out of balance for some time (https://tinyurl.com/mvt4z4cf ).

~~The~~We ~~occurrence~~rely ofextensively anon ~~uncontrollable~~computer ~~event~~systems ~~such~~to asmanage ~~the COVID19 pandemic negatively affected~~ our ~~operations~~business. ~~The~~This ~~pandemic~~includes ~~resulted~~valuable intrade ~~social~~secrets ~~distancing, travel bans~~ and ~~quarantines.~~intellectual ~~This~~property, ~~limited~~corporate ~~access~~strategic ~~to our facilities~~plans, ~~customers,~~marketing ~~management~~plans, ~~support~~supplier ~~staff~~ and ~~professional~~customer ~~advisors. These~~information, inand ~~turn,~~personally ~~impacted~~identifiable ~~our~~information, ~~operations~~such ~~and~~as ~~financial~~employee ~~condition~~information. ~~While~~Processing ~~the pandemic phase of COVID19 has receded~~ and ~~the~~maintaining ~~virus~~this isdata ~~now considered to be endemic~~ in ~~the~~a USsecure asmanner ~~of this filing, the evolution of an acute and more contagious variant~~ is ~~possible.~~critical ~~In such a case, it may impact demand for our products and may again hamper our efforts~~ to ~~provide~~ our ~~investors~~business ~~with~~operations ~~timely information~~ and ~~comply with our filing obligations with the Securities and Exchange Commission~~strategy.

~~Recent~~Information ~~Developments~~technology security threats -- from user error to cybersecurity attacks designed to gain unauthorized access to our individual computers, systems and data -- are increasing in frequency and sophistication. Most of our business is conducted in a virtual environment which increases the types and range of vulnerabilities that need to be protected as well as introduces new risks to the confidentiality, integrity and availability of critical company data and supporting systems. Moreover, the planned incorporation of vehicle telematics into our products could also increase our exposure to potential costs, expenses and reputational harm in the event of cyberattacks impacting these products or services.

~~Amendment~~According to Verizon’s 2022 Data Breach Investigations Report, 61% of ~~Series~~small Bbusinesses ~~Preferred~~experienced ~~Stock~~a cyberattack in 2021 (https://tinyurl.com/2p98udvt). The 2022 IBM Cost of Breach report calculates that the average global cost of a data breach is $4.35 million. For the United States exclusively, the average total cost of a data breach of $9.44 million.

OnDue ~~October~~to ~~31, 2016,~~ the ~~Company~~interest ~~filed~~in ansecrecy ~~amended~~by ~~and~~many ~~restated Series B Preferred Stock Certificate~~ of ~~Designation~~the ~~(which~~victims, ~~was originally filed with~~ the ~~Secretary~~costs of ~~State~~some ~~of Nevada on April 19~~cyberattacks, ~~2016~~such ~~and~~as ~~amended~~ransomware onin ~~August~~which ~~12,~~data ~~2016)~~is ~~to designate 3~~encrypted,~~636,360~~ ~~shares~~are asdifficult ~~Series B Preferred Stock and~~ to ~~provide for supermajority 66 2/3% voting rights for the Series B Preferred Stock~~determine. ~~The~~According ~~Series B Preferred Stock will not bear dividends, will not be entitled~~ to ~~receive~~Palo ~~any~~Alto ~~distributions~~Networks' inUnit ~~the event of any liquidation~~42, ~~dissolution~~a orteam ~~winding up~~ of ~~the~~researchers ~~Company,~~ and ~~will~~security ~~have no other preferences~~consultants, ~~rights,~~reported ~~restrictions,~~that orin ~~qualifications, except as otherwise provided by law or~~ the ~~articles~~first offive ~~incorporation~~months of ~~the Company. The holders of Class B Stock shall have the right~~2022, ~~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~~average ~~stock~~ransomware ~~trades~~payment orincreased ~~is quoted at a price per share in excess of~~ to $~~2.25 for any twenty consecutive day trading period~~925,162 (~~subject to appropriate adjustment for forward or reverse stock splits, recapitalizations, stock dividends and the like~~https://tinyurl.com/4spa6tx8),. ~~the~~That’s ~~Series~~before Badditional ~~Stock~~costs ~~will~~incurred ~~automatically~~by bevictims ~~convertible~~including ~~into~~remediation ~~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~~expenses, ~~hypothecated~~downtime, ~~transferred,~~reputational ~~assigned~~harm ~~or disposed without the prior written consent of the Company~~ and ~~the~~other ~~holders of the outstanding Series B Preferred Stock~~damages.

22As ~~Table~~a small company, Cool Technologies does not have an in-house network nor a staff of ~~contents~~IT specialists to address its cybersecurity needs. We rely on third-party providers to create a layered cyber deterrence plan to avoid or mitigate the occurrence and impact of cyber-attacks.

~~Craftsmen~~The ~~Industries~~occurrence of an uncontrollable event such as the COVID-19 pandemic negatively affected our operations. The pandemic resulted in social distancing, ~~Inc~~travel bans and quarantines. This limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, impacted our operations and financial condition.

AsWhile athe ~~consequence~~pandemic phase of ~~the~~COVID-19 ~~first~~has ~~public~~receded ~~demonstration~~and of the ~~eMGen~~virus 30is ~~kilovolt~~now ~~amp~~considered ~~(“kVA”)~~to ~~system~~be atendemic in the ~~North~~US ~~America~~as ~~International~~of ~~Auto~~this ~~Show~~filing, inthe ~~Detroit~~evolution inof ~~January~~an ~~2017,~~acute ~~the~~and ~~Company~~more ~~entered~~contagious ~~into~~variant anis ~~agreement~~possible. inIn ~~principle~~such a case, ~~dated~~it ~~February~~may ~~21,~~impact ~~2017,~~demand ~~with~~for ~~Craftsmen~~our ~~Industries,~~products ~~Inc.~~and ~~(“Craftsmen’),~~may aagain ~~company~~hamper ~~engaged~~our inefforts ~~the~~to ~~design,~~provide ~~engineering~~our investors with timely information and ~~production~~comply ofwith ~~mobile~~our ~~marketing~~filing ~~vehicles,~~obligations ~~experiential~~with ~~marketing~~the ~~platforms~~Securities and ~~industrial~~Exchange ~~mobile solutions~~Commission.

OnReal ~~April~~GDP 25growth, ~~2017~~inflation, weemployment ~~delivered~~levels, tooil ~~Craftsmen~~prices, ~~Industries~~interest rates, atax ~~Class~~rates, ~~III~~availability ~~Vehicle~~of ~~(Ford~~customer ~~F-350~~financing, ~~dually)~~foreign ~~up-fitted~~currency ~~with~~exchange arate ~~production-ready~~fluctuations, ~~eMGen~~and 30other ~~kVA~~macroeconomic ~~(single~~trends ~~phase/three~~can ~~phase)~~adversely ~~system~~affect demand for the products that we offer. Geopolitical issues around the world and how our markets are positioned can also impact macroeconomic conditions and could have a material adverse impact on our financial results.

~~Subsequently,~~24 ~~Craftsmen~~Table ~~invited~~of the Company to demonstrate its mobile generation technology and the potential benefits for Craftsmen products at Craftsmen’s 35th Anniversary Party on April 27, 2017. Over 100 current and prospective Craftsmen customers were in the audience for the demonstrations. Contents

~~Craftsmen~~Recent ~~recently~~Developments 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 eMGen Systems and the vehicles they’re upfitted to, but also all the eMGen’s optional tasks and capabilities, including welding, water purification and solar power.

~~Not~~Amendment 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~~Series ~~digital~~B ~~scoring~~Preferred ~~panels for sporting arenas and ball parks.~~ Stock

~~Aon~~On ~~Risk~~October ~~Services~~31, ~~Central~~2016, ~~Inc~~the Company filed an amended and ~~Lee~~restated Series B Preferred Stock Certificate of Designation (which was originally filed with the Secretary of State of Nevada on April 19, 2016 and ~~Hayes~~amended on August 12, ~~PLLC~~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.

OnCraftsmen ~~January 18~~Industries, ~~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, significant progress has been achieved. As noted above, definitive actions have occurred which indicate that the Company will receive funding in the near future.

~~Live~~As a consequence of the first public demonstration of the eMGen 8030 ~~Demonstration~~kilovolt amp (“kVA”) system at the North America International Auto Show in ~~Fort~~Detroit ~~Collins~~in January 2017, ~~Colorado~~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 ~~May~~April 425, ~~2018~~2017, ~~nine~~we ~~representatives~~delivered ~~from Mexico’s farming, banking, and government sectors flew~~ to ~~Fort~~Craftsmen ~~Collins~~Industries, ~~Colorado for~~ a ~~live~~Class ~~demonstration~~III ofVehicle ~~CoolTech’s~~(Ford ~~generator~~F-~~equipped~~350 ~~truck.~~dually) ~~The~~up-fitted ~~demonstration~~with ~~showcased~~a ~~the~~production-ready ~~capabilities~~eMGen ~~and~~30 ~~ease~~kVA of(single ~~operation~~phase/three ofphase) ~~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.

ASubsequently, ~~representative~~Craftsmen ~~from~~invited ~~one~~the ofCompany to demonstrate its mobile generation technology and the ~~Mexican~~potential ~~farming~~benefits ~~producers~~for Craftsmen products at Craftsmen’s ~~unions~~35th ~~approved~~Anniversary ~~the~~Party ~~generator-equipped~~on ~~truck~~April 27, 2017. ~~CoolTech~~Over ~~plans~~100 tocurrent ~~put~~and ~~this~~prospective ~~into~~Craftsmen ~~production~~customers aswere ~~soon~~in asthe ~~final~~audience ~~funding~~for isthe ~~secured~~demonstrations.

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

On25 ~~July~~Table 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.~~Contents

23Not ~~Table~~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 ~~contents~~manufacturing digital scoring panels for sporting arenas and ball parks.

~~Order~~Aon ofRisk ~~Parts~~Services Central, Inc and ~~Components~~Lee and Hayes, PLLC

~~During~~On January 18, 2018, the ~~week~~Company ofentered ~~October~~into 7an agreement with Aon Risk Services Central, ~~2018~~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 ~~placed~~IP. ~~orders~~As ~~for~~set ~~System~~forth ~~Controllers~~in the agreement, 80the assessment will be founded on historically demonstrated or contractually committed profit-earning capacities of our IP and ~~125~~may ~~kVA~~be ~~Generators~~used to obtain financing, ~~Voltage~~including ~~Regulators~~but not limited to, ~~Panasonic~~non-dilutive ~~Toughpads~~financing. ~~and~~Since ~~Split~~then, ~~Shaft~~significant ~~PTOs~~progress has been achieved. As noted above, definitive actions have occurred which indicate that the Company will receive funding in the near future.

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

InOn ~~addition~~May 4, ~~the~~2018, ~~Company~~nine ~~has~~representatives ~~purchased~~from ~~another~~Mexico’s ~~Ford~~farming, ~~F-450~~banking, and isgovernment ~~seeking~~sectors flew to ~~acquire~~Fort ~~more~~Collins, FColorado for a live demonstration of CoolTech’s generator-~~450s~~equipped truck. The demonstration showcased the capabilities and ~~550s~~ease ~~for~~of ~~use~~operation inof ~~demonstrations~~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, ~~noted~~such ~~above~~as purifying water and ~~for~~using ~~initial~~batteries ~~order~~and ~~fulfillment~~solar power to make operations more sustainable and environmentally friendly were discussed with the attendees.

~~Unveiling~~A representative from one of ~~Initial~~the ~~Production~~Mexican ~~Run~~farming ~~Vehicle~~producers’ unions approved the generator-equipped truck. CoolTech plans to put this into production as soon as final funding is secured.

OnPurchase ~~March~~and ~~27,~~Delivery ~~2019, the Company unveiled the initial production run~~ of ~~its~~Truck ~~mobile~~to ~~power~~Craftsman ~~generation (eMGen) work trucks for inspection by an audience of agricultural and community leaders from Latin America at Craftsmen~~ Industries.

~~The~~On ~~itinerary~~July ~~for~~15, 2018, the ~~showcase~~Company ~~event~~purchased ~~included~~a Ford F-450 Chassis Cab Truck. Subsequently, a ~~tour~~metal offlatbed ~~the~~was Stmanufactured and installed. ~~Louis~~The ~~manufacturing~~truck ~~facility~~was delivered to Craftsmen on September 15, 2018. It will be used for the installation and ~~inspection~~refinement of the ~~first~~eMGen ~~production~~80 ~~run~~kVA ~~eMGen~~system. ~~vehicle~~A insecond ~~operation~~F-450 aswill itbe ~~powered~~used afor ~~variety~~the ofeMGen ~~equipment.~~125 kVA system.

~~The~~Order ~~purpose~~ of ~~the~~Parts ~~viewing~~and ~~was not only to show the truck’s capabilities but to get feedback from the attendees.~~ Components

~~Mexico’s~~As ~~population~~of isSeptember ~~expected~~2022, tothe ~~grow~~Company ~~from~~has ~~129~~acquired ~~million~~enough parts and components to ~~nearly~~build ~~150~~4 ~~million~~eMGen by80s ~~2050~~and 2 eMGen 125s. AsIt ais ~~result,~~currently ~~energy~~procuring ~~and~~two mobile water ~~demand~~purification ~~should~~systems ~~increase~~and ~~significantly~~components for mobile electric vehicle charging systems.

~~Increased~~In ~~water demand for both human consumption and agricultural production~~addition, ~~along~~the ~~with~~Company ~~lagging~~has ~~water~~purchased ~~management~~another ~~practices~~Ford ~~have~~F-450 ~~resulted~~and inis aseeking ~~rapid~~to ~~depletion~~acquire ofmore ~~water~~F-450s ~~reserves~~and in550s ~~Mexico,~~for ~~particularly~~use in ~~Northern~~demonstrations ~~Mexico. The forecast~~ of ~~high temperatures in~~ the ~~summer~~capabilities ~~combined~~noted ~~with~~above ~~a developing La Nina weather pattern could prolong an existing drought~~ and ~~spread~~for ~~water~~initial ~~shortages~~order fulfillment.

~~According~~Unveiling ~~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~~Initial 32Production ~~states~~Run 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.Vehicle

~~With~~On ~~reservoirs~~March ~~drying~~27, ~~and~~2019, ~~ground~~the ~~water~~Company ~~levels~~unveiled ~~declining,~~the ~~water~~initial isproduction atrun aof ~~premium.~~its Inmobile ~~many~~power ~~locations,~~generation ~~sewage~~(eMGen) ~~water~~work istrucks ~~reused~~ for ~~irrigation.~~inspection ~~Water~~by ~~treatment~~an isaudience ~~scarce~~of agricultural and ~~pollution~~community ~~regulations~~leaders ~~are~~from ~~rarely~~Latin ~~enforced~~America at Craftsmen Industries.

As26 ~~long~~Table ~~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.Contents

~~While~~The ~~access~~itinerary tofor ~~electricity is high across~~ the ~~nation,~~showcase inevent ~~rural~~included ~~areas,~~a ~~power~~tour ~~can~~of bethe ~~sporadic or even non-existent~~St. ~~Many~~Louis ~~communities,~~manufacturing ~~particularly~~facility inand ~~regions~~inspection ~~populated~~of ~~by indigenous people, are still not connected to~~ the ~~grid.~~first ~~They~~production ~~rely~~run oneMGen ~~diesel~~vehicle ~~generators~~in tooperation ~~light~~as ~~homes~~it ~~and~~powered ~~draw~~a ~~water~~variety ~~from~~of ~~shrinking aquifers~~equipment.

24The ~~Table~~purpose of ~~contents~~the viewing was not only to show the truck’s capabilities but to get feedback from the attendees.

~~Interest~~Mexico’s ~~from~~population ~~Mexican authorities~~ is ~~high~~expected ~~in the eMGen systems as they seek~~ to ~~mitigate~~grow ~~the~~from ~~effects~~129 ofmillion ~~drought and guarantee access~~ to ~~drinking~~nearly ~~water~~150 asmillion ~~well~~by as2050. ~~provide~~As a ~~consistent~~result, ~~source~~energy ~~of electricity~~ and ~~mobile~~water ~~medical~~demand ~~services~~should ~~for~~increase ~~underserved populations~~significantly.

~~Through~~Increased ~~the~~water ~~efforts~~demand offor ~~its~~both ~~representatives~~human inconsumption ~~the~~and ~~country~~agricultural production, ~~the~~along ~~Company~~with ~~has~~lagging ~~been~~water inmanagement ~~contact~~practices ~~with~~have ~~and~~resulted in ~~some~~a ~~cases~~rapid ~~made~~depletion ~~presentations~~of towater ~~the~~reserves ~~National~~in ~~Water Commission as well as cabinet secretaries~~Mexico, ~~senators,~~particularly ~~representatives~~in ~~and~~Northern ~~deputies~~Mexico. atThe ~~the~~forecast ~~federal~~of ~~level;~~high totemperatures ~~governors,~~in ~~legislators, commissioners and municipal presidents at~~ the ~~state~~summer ~~level~~combined ~~and~~with toa ~~mayors~~developing ~~and~~La ~~county~~Nina ~~and~~weather ~~local~~pattern ~~politicians~~could inprolong ~~cities~~an ~~and~~existing ~~towns~~drought ~~beset by energy~~ and spread water ~~problems~~shortages. ~~Private entities such as distilleries, fruit growers, cattle rancher’s associations and mining companies have also requested information.~~

~~Conversations~~According ~~are~~to ~~ongoing~~an ~~and~~article ~~interested~~in ~~politicians~~the ~~are~~NYTimes ~~helping~~(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 ~~promote~~moderate drought, ~~coordinate~~resulting ~~and~~in ~~refine~~1,546 of the ~~Company~~country’s ~~approach~~2,463 tomunicipalities ~~secure~~confronting ~~funding~~water ~~for~~shortages, ~~pilot~~By ~~programs~~mid-July, ~~full~~about ~~blown~~48 ~~projects~~percent ~~and~~of ~~purchases~~Mexico’s territory was suffering drought, according to the commission, compared with about 28 percent of ~~eMGen~~the ~~systems~~country’s ~~and~~territory ~~vehicles~~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.

~~Mexican~~With ~~Government~~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.

OnAs ~~May~~long 13as investment in wastewater treatment lags behind population growth, ~~2019~~large numbers of consumers eating raw produce face heightened threats to food safety from diseases such as salmonella, ~~government~~E ~~officials~~Coli and ~~fruit~~roundworm. ~~growers~~Add ~~were~~unchecked ator ~~Craftsmen~~minimally ~~Industries~~treated inindustrial ~~St.~~pollution ~~Louis~~and ~~for~~unusually alarge ~~review~~numbers of acases ~~first~~of ~~run~~cancer ~~eMGen~~and 80kidney ~~production~~problems ~~vehicle~~have ~~and~~been ~~water~~documented ~~purification/desalination~~in ~~options~~consumers living near polluted waterways.

~~Among~~While ~~the~~access ~~politicians~~to inelectricity ~~attendance was Congressman Efraín Rocha Vega who~~ is ~~Secretary~~high ofacross the ~~Commission of Development and Rural~~nation, ~~Agricultural~~in ~~and~~rural ~~Food Self-sufficiency Conservation~~areas, apower ~~member~~can ofbe ~~the~~sporadic ~~commission~~or ofeven ~~Livestock and the commission of Environment, Sustainability, Climate Change and Natural Resources~~non-existent. ~~Subsequent~~Many ~~to the event~~communities, particularly in anregions ~~official~~populated ~~Congressional~~by ~~Letter~~indigenous ~~of Support~~people, ~~dated~~are ~~May~~still ~~20,~~not ~~2019,~~connected ~~Congressman~~to ~~Rocha wrote: “The successful demonstration of these technologies further strengthens~~ the ~~Mexican~~grid. ~~Government’s~~They ~~support~~rely ofon ~~Mexican~~diesel ~~entities~~generators ~~that desire~~ to ~~purchase~~light ~~CoolTech~~homes ~~products,~~and asdraw ~~well~~water asfrom ~~affirms~~shrinking ~~our position to provide financial assistance to such entities~~aquifers.~~” The letter can be viewed in its entirety at: http://www.cooltechnologiesinc.com/content/pdf/MexicanLegislationandFinancialAssistanceLetter.pdf.~~

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

~~During~~Through the ~~fourth~~efforts ~~quarter~~ of ~~2019~~its representatives in the country, the Company has ~~introduced~~been ~~new~~in ~~options~~contact with and in some cases made presentations to the National Water Commission as well as cabinet secretaries, ~~which~~senators, ~~include~~representatives anand ~~eMGen~~deputies ~~System~~at ~~that~~the ~~generates~~federal uplevel; to ~~200~~governors, ~~kVA~~legislators, ofcommissioners ~~electric~~and ~~power,~~municipal presidents at the state level and to mayors and county and local politicians in cities and towns beset by energy and water ~~purification~~problems. Private entities such as distilleries, fruit growers, cattle rancher’s associations and ~~desalination~~mining ~~systems~~companies have also requested information.

~~The~~Conversations ~~Company’s~~are ~~mobile~~ongoing ~~electric generation system (“eMGen”) offers optional 30 to 125 kVA water purification~~ and ~~desalination~~interested ~~units~~politicians ~~capable~~are ofhelping ~~producing 2,800~~ to 14promote,~~000~~ ~~gallons~~coordinate ofand ~~potable~~refine ~~water per day. Assuming~~ the ~~average~~Company’s ~~person~~approach ~~needs~~to 2secure ~~liters~~funding ~~per~~for ~~day,~~pilot 10programs,~~000~~ ~~gallons~~full isblown ~~enough~~projects ~~for~~and ~~26,498~~purchases ~~people.~~of ~~If delivery is required, an~~ eMGen ~~truck~~systems ~~can~~and ~~also tow a water tanker~~vehicles.

~~The~~Mexican truck-mounted units cleanse contaminated, polluted and wastewater or remove saline from saltwater. Submerge the input pipe into any 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. Government

~~The~~On ~~eMGen~~May ~~systems~~13, as2019, ~~well~~government asofficials ~~the purification~~ and ~~desalinization~~fruit ~~units~~growers ~~feature~~were ~~fully~~at ~~automated~~Craftsmen ~~controls~~Industries ~~and~~in ~~monitoring~~St. ALouis ~~Panasonic~~for ~~Toughpad tablet provides~~ a ~~rugged~~review ~~touchscreen~~of ~~interface for operation from the truck cab or anywhere within~~ a ~~300~~first ~~foot~~run ~~radius.~~eMGen ~~When~~80 ~~outfitted~~production ~~with~~vehicle ~~the optional telematics package, the systems can be remotely controlled~~ and ~~monitored~~water ~~from~~purification/desalination ~~distant locations~~options.

~~The~~27 ~~next~~Table ~~generation~~ of eMGens will include a solar-powered generator system with a built-in water purification unit that makes seawater desalination sustainable. The system pumps and purifies up to 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 entire system fits easily in the bed of a work truck. Contents

25Among ~~Table~~the politicians in attendance was Congressman Efraín Rocha Vega who is Secretary of ~~contents~~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.

~~Rugged,~~Introduction ~~reliable and versatile, the eMGen trucks are designed to operate in extreme environments. A variety~~ of ~~capabilities~~new ~~handle a variety of needs including:~~options

·During ~~agriculture,~~the ·fourth ~~municipalities~~quarter of 2019, ·the ~~mining~~Company has introduced new options, ·which ~~emergency~~include ~~response~~an eMGen System that generates up to 200 kVA of electric power, ·water purification and ~~disaster~~desalination ~~relief~~systems.

The ~~applications~~Company’s ~~for~~mobile ~~hurricanes~~electric generation system (“eMGen”) offers optional 30 to 125 kVA water purification and desalination units capable of producing 2,800 ~~floods~~to 14,000 ~~earthquakes~~gallons ~~and~~of ~~other~~potable ~~natural~~water ~~disasters~~per ~~are~~day. ~~obvious~~Assuming the average person needs 2 liters per day, ~~others~~10,000 ~~less~~gallons sois enough for 26,498 people. If delivery is required, an eMGen truck can also tow a water tanker.

~~Here~~The truck-mounted units cleanse contaminated, polluted and wastewater or remove saline from saltwater. Submerge the input pipe into any water source. Chemicals, particulates, salts, heavy metals, bacteria, viruses and other impurities are removed. Six levels of water purification output a ~~few~~range ~~common~~of ~~yet~~water ~~relatively~~qualities ~~unknown~~from ~~problems~~clean ~~the~~potable ~~system~~water for drinking and ~~units~~cooking ~~address:~~to non-potable water for agricultural or other commercial and emergency usage.

·The IneMGen ~~poorly~~systems ~~served~~as orwell ~~third~~as ~~world countries, irregular power service prevents farmers from irrigating on a regular schedule which reduces~~ the ~~size~~purification ofand ~~the~~desalinization ~~harvest.~~units ·feature Infully ~~areas~~automated ~~where~~controls ~~water~~and ~~tables are dropping, powerful pumps are required to pull water up from deep underground~~monitoring. A ~~mobile~~Panasonic ~~pump~~Toughpad istablet ~~far~~provides ~~more~~a ~~cost~~rugged ~~effective~~touchscreen ~~than~~interface ~~permanent~~for ~~ones~~operation ~~positioned~~from ~~out in~~ the ~~fields.~~truck ·cab ~~Use~~or ofanywhere ~~polluted~~within ~~irrigation~~a ~~water~~300 ~~stunts~~foot ~~crops and restricts sales which limit farmers’ incomes~~radius. ·When ~~Over-pumping~~outfitted ofwith ~~aquifers~~the ~~enables~~optional ~~saltwater~~telematics ~~intrusion~~package, tothe ~~contaminate~~systems ~~coastal~~can ~~water supplies. Water must either~~ be ~~pumped~~remotely controlled and ~~transported~~monitored from ~~further~~distant ~~away or very expensive desalination plants must be built to remove the salt~~locations. ~~The plants can take years to build.~~

~~Consider~~The ~~the~~next ~~Texas~~generation ~~Freeze~~of eMGens will include a solar-powered generator system with a built-in ~~February~~water ofpurification ~~2021~~unit that makes seawater desalination sustainable. ~~Power~~The ~~failures~~system atpumps ~~water~~and ~~treatment~~purifies ~~plants~~up ~~necessitated~~to ~~boil~~4,500 gallons of potable water ~~orders~~per day. ~~Burst~~It ~~pipes~~can be set up and ~~dripping~~operated ~~faucets~~anywhere ~~dropped~~a ~~water~~four-wheel ~~reserves~~drive vehicle can go. Once the batteries are drained, the systems shift to ~~dangerously~~fuel ~~low~~power ~~levels~~for 24 hour operation. The solar panels collapse and fold, so the entire system fits easily in the bed of a work truck.

~~More~~Rugged, ~~than~~reliable ~~800~~and ~~public~~versatile, ~~water~~the ~~systems~~eMGen ~~serving~~trucks ~~162~~are ofdesigned ~~the~~to ~~state’s~~operate ~~254~~in ~~counties~~extreme ~~were disrupted~~environments. ~~Over~~A 13variety ~~million~~of ~~people~~capabilities ~~were~~handle ~~left~~a ~~without~~variety ~~safe drinking water. The town~~ of ~~Kyle~~needs ~~almost ran dry.~~ including:

~~Cities~~· ~~opened~~agriculture, ~~water~~· ~~distribution sites~~municipalities, ~~water~~· ~~was~~mining, ~~trucked~~· inemergency ~~to flush toilets~~response, ~~homeowners~~· ~~melted icicles~~ and ~~snow~~disaster ~~for drinking water, medical workers resorted to using bottled water for chemotherapy treatments~~relief.

~~Key~~The ~~Options~~applications for hurricanes, floods, earthquakes and other natural disasters are obvious, others less so.

On28 ~~May~~Table ~~30,~~of ~~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.~~Contents

~~KeyOptions~~Here ~~develops~~are ~~and~~a ~~markets~~few ~~products~~common ~~for~~yet ~~governments,~~relatively ~~defense~~unknown ~~contractors~~problems ~~and other commercial applications to counter security and cyber threats. The Company will provide a license for~~ the JVsystem ~~to market~~ and ~~sell~~units ~~CoolTech’s entire product platform in Australia and neighboring countries in Southeast Asia.~~address:

~~New~~· ~~Strategic~~In ~~Alliance:~~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.

OnConsider ~~December 16, 2019,~~ the ~~Company~~Texas ~~signed~~Freeze ain ~~cross~~February ~~marketing~~of ~~and licensing agreement with VerdeWatts, LLC~~2021., anPower ~~energy~~failures ~~generation~~at ~~and~~water ~~storage~~treatment ~~company~~plants ~~encompassing~~necessitated ~~everything~~boil ~~from~~water ~~mobile solar power generation systems to large scale biogas turbine installations~~orders. ~~Pursuant~~Burst topipes ~~the agreement VerdeWatts~~ and ~~the~~dripping ~~Company~~faucets ~~each~~dropped ~~granted~~water ~~the~~reserves ~~other a royalty free non-exclusive license~~ to ~~certain~~dangerously ~~patents~~low ~~which license is subject to certain future negotiation~~levels.

~~Like~~More ~~CoolTech’s~~than ~~mobile~~800 ~~power~~public ~~generation~~water systems ~~(“eMGen”),~~serving ~~VerdeWatts’~~162 ~~products~~of ~~are scalable and offer~~ the ~~ability~~state’s to254 ~~bring~~counties ~~power~~were ~~nearly anywhere it is needed~~disrupted. ~~Their~~Over ~~proprietary~~13 ~~Smart~~million ~~Solar~~people ~~Power~~were ~~Generation~~left ~~Units~~without ~~and~~safe ~~energy~~drinking ~~storage~~water. ~~systems~~The ~~combine~~town toof ~~deliver~~Kyle ~~sustainable~~almost ~~power~~ran ~~long after the sun has set~~dry.

26Cities ~~Table~~opened ofwater ~~contents~~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.

~~The~~Key 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. Options

~~CoolTech’s~~On ~~eMGen~~May ~~platform~~30, ~~makes~~2019, the ~~companies’~~Company ~~product~~entered ~~offering~~into ~~complete~~a ~~with~~joint ~~mobile~~venture ~~power~~agreement ~~generation.~~(“JV”) Itwith ~~provides~~KeyOptions ~~the~~Pty ~~capability~~Ltd., toa ~~power~~privately ~~everything~~held ~~from~~technology ~~irrigation for farms~~ and ~~water~~security ~~purification~~provider ~~for~~based ~~rural areas to electric vehicle charging and fast charging~~ in ~~the~~Victoria, ~~urban ones~~Australia.

~~Consider~~KeyOptions ~~the~~develops ~~solar-powered generator system with a built-in water purification unit that makes seawater desalination sustainable. The system pumps~~ and ~~purifies~~markets upproducts tofor 3governments,~~000~~ ~~gallons~~defense ~~per~~contractors ~~day~~ and ~~interfaces~~other ~~with~~commercial ~~CoolTech’s~~applications ~~eMGen~~to ~~system~~counter ~~for~~security ~~24-hour~~and ~~operation~~cyber threats. The ~~solar~~Company ~~panels~~will ~~collapse~~provide ~~and~~a ~~fold~~license ~~together,~~for so the ~~entire~~JV ~~system~~to ~~fits~~market ~~easily in the bed of a work truck. It can be set up~~ and ~~operate~~sell ~~anywhere~~CoolTech’s aentire ~~four-wheel~~product ~~drive~~platform ~~vehicle~~in ~~can~~Australia ~~reach. All of these systems are patent protected~~ and ~~cross~~neighboring ~~licensed~~countries toin ~~each~~Southeast ~~of the three companies~~Asia.

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

~~Together~~On ~~the~~December ~~companies~~16, ~~can~~2019, ~~create~~the anCompany ~~energy~~signed ora ~~utility~~cross ~~ecosystem~~marketing ~~that~~and ~~can~~licensing ~~enable~~agreement ~~less~~with ~~developed~~VerdeWatts, ~~countries~~LLC., toan ~~leapfrog~~energy ~~non-existent,~~generation ~~inadequate~~and orstorage ~~failing~~company ~~infrastructure~~encompassing toeverything ~~deliver~~from ~~reliable~~mobile solar power ~~and~~generation ~~water~~systems ~~quickly,~~to ~~sustainably~~large ~~and~~scale ~~cost~~biogas ~~effectively~~turbine installations. Pursuant to ~~their~~the ~~citizens,~~agreement ~~agriculture~~VerdeWatts and ~~other~~the ~~businesses.~~Company ~~The~~each ~~scale~~granted ~~and~~the ~~impact~~other ~~can~~a ~~reach~~royalty ~~from~~free ~~the~~non-exclusive ~~individual~~license ~~farms~~to ~~and~~certain ~~villages~~patents which license is subject to ~~cities~~certain ~~and~~future ~~regions~~negotiation.

InLike ~~fact,~~CoolTech’s bymobile ~~combining~~power ~~their~~generation ~~respective~~systems ~~technologies:~~(“eMGen”), ~~energy~~VerdeWatts’ ~~generation,~~products ~~energy~~are ~~storage~~scalable and ~~load~~offer ~~management~~the ~~controls~~ability ~~into~~to abring ~~single~~power ~~suite~~nearly ofanywhere ~~products,~~it ~~the companies create what~~ is ~~called a “microgrid”~~needed. ~~Varying~~Their ~~combinations~~proprietary ofSmart ~~energy~~Solar ~~sources~~Power ~~such~~Generation asUnits ~~solar, wind, biogas~~ and ~~eMGen~~energy storage systems ~~both~~combine ~~backup and supplement one another~~ to ~~provide~~deliver ~~consistent,~~sustainable ~~uninterrupted primary~~ power ~~even~~long ~~during~~after ~~severe~~the ~~weather~~sun orhas ~~other emergency situations~~set.

The ~~synergies~~agreement ~~between~~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 ~~companies~~global ~~extend~~marketplace. ~~beyond~~FirmGreen specializes in water purification and ~~power~~desalination ~~generation~~technologies. ~~VerdeWatts’~~Their ~~wind~~mobile, solar and ~~gas~~container ~~turbines~~applications feature 6 levels of water purification for unrivaled drinkability. Pursuant to the agreement FirmGreen and ~~generators~~the ~~which~~Company ~~produce~~each ~~electric~~granted ~~power~~the ~~can~~other ~~all~~a beroyalty ~~improved~~free bynon-exclusive ~~CoolTech’s~~license ~~thermal~~to ~~reduction~~certain ~~technologies~~patents which license is subject to certain future negotiation.

~~Request~~29 ~~for~~Table ~~Collaboration~~of ~~Sent to US Government Officials~~ Contents

OnCoolTech’s ~~December~~eMGen ~~11,~~platform ~~2019,~~makes ~~letters~~the ~~signed~~companies’ byproduct 13offering ~~government~~complete ~~officials~~with ~~and~~mobile ~~Congressmen~~power ingeneration. ~~Mexico~~It ~~were~~provides ~~mailed~~the capability to ~~their~~power ~~counterparts~~everything infrom ~~the~~irrigation ~~US,~~for ~~specifically~~farms ~~Governor~~and ~~Gavin~~water ~~Newsom,~~purification ~~Secretary~~for ~~Rick~~rural ~~Perry,~~areas ~~Secretary~~to ~~Wilbur~~electric ~~Ross,~~vehicle ~~Senator~~charging ~~Mitch McConnell~~ and ~~Speaker~~fast ofcharging in the ~~House~~urban ~~Nancy Pelosi~~ones.

~~The~~Consider ~~letters~~the ~~were~~solar-powered generator system with a ~~request~~built-in ~~for~~water ~~collaborative~~purification ~~support~~unit ~~between~~that ~~the~~makes ~~two~~seawater ~~countries~~desalination sustainable. The system pumps and purifies up to ~~accelerate~~3,000 gallons per day and interfaces with CoolTech’s ~~product~~eMGen ~~deployment~~system ~~into~~for ~~Mexico~~24-hour tooperation. ~~help~~The ~~solve~~solar ~~urgent~~panels ~~rural~~collapse ~~power~~ and ~~water~~fold ~~purification~~together, ~~problems~~so ~~that~~the ~~are~~entire ~~hurting~~system ~~rural~~fits ~~communities~~easily in the bed of a work truck. ~~Those~~It ~~problems~~can ~~include~~be ~~irregular~~set up and ~~faulty~~operate ~~power~~anywhere ina ~~rural~~four-wheel ~~areas~~drive ~~which~~vehicle ~~hinders~~can ~~crop~~reach. ~~irrigation~~All ~~and~~of ~~water~~these ~~pollution~~systems ~~which~~are ~~affects~~patent ~~crops~~protected ~~farmed~~and ~~for~~cross ~~sale~~licensed to each of the ~~US.~~three companies.

~~The~~FirmGreen ~~letters~~and ~~also~~VerdeWatts ~~detail~~have a global presence with projects on 3 continents. The largest encompasses the ~~Mexican~~installation ~~officials’~~of ~~satisfaction~~14 ~~with~~natural ~~CoolTech’s~~gas ~~solutions~~generators ~~and~~to ~~management~~produce ~~team~~over ~~and~~60 ~~that~~megawatts ~~they~~(MW) ~~have~~of ~~met~~power. The generators will be integrated with ~~the~~50 ~~Company~~megawatt onhours ~~several~~of ~~occasions~~battery ~~for~~storage ~~product~~and ~~demonstrations~~another as6 ~~well~~MW asof ~~strategic~~solar ~~and~~to ~~technical~~ensure ~~advice~~a consistent flow of power. ~~They~~VerdeWatts ~~highlight~~intend ~~the~~to ~~benefits~~replace most of ~~CoolTech~~the ~~products,~~legacy ~~how~~on-site ~~they~~generators ~~could~~with ~~quickly~~CoolTech’s ~~and~~eMGen ~~efficiently~~systems, ~~address~~however the ~~problems~~Company ~~noted,~~has ~~and~~not ~~how~~received ~~they~~any ~~expect~~orders ~~them~~and tothere ~~become~~cannot abe ~~viable~~any ~~part~~assurance ofthat ~~the~~any ~~country’s~~orders ~~infrastructure~~will be placed.

~~Export~~Together ~~Import~~the ~~Bank~~companies ofcan 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 ~~United~~individual ~~States~~farms and villages to cities and regions.

~~With~~In ~~the~~fact, ~~help~~by ofcombining ~~VerdeWatts~~their ~~and~~respective ~~FirmGreen,~~technologies: ~~CoolTech~~energy ~~has~~generation, ~~initiated~~energy astorage ~~relationship~~and ~~with~~load ~~the~~management ~~Export-Import~~controls ~~Bank~~into ofa ~~the~~single ~~United~~suite ~~States~~of ~~(EXIM)~~products, athe ~~U.S.~~companies ~~government~~create ~~agency~~what ~~whose sole mission~~ is tocalled ~~support~~a U“microgrid”.S. ~~exports.~~Varying ~~The~~combinations ~~bank~~of ~~fulfills~~energy ~~its~~sources ~~mission~~such byas ~~offering~~solar, ~~very~~wind, ~~cost-effective~~biogas ~~financing~~and ~~for~~eMGen ~~international~~systems ~~customers~~both backup and ~~project~~supplement ~~developers~~one another to ~~purchase~~provide ~~U.S.-made~~consistent, ~~services~~uninterrupted ~~and~~primary ~~purchase~~power even during severe weather or ~~lease~~other ~~U.S.-made~~emergency ~~goods~~situations.

27The ~~Table~~synergies ofbetween ~~contents~~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.

ToRequest ~~that~~for ~~end,~~Collaboration ~~the~~Sent ~~two companies applied~~ to ~~finance~~US ~~the~~Government ~~Mexican~~Officials 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.

~~New~~On ~~Sales~~December ~~Agent~~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.

InThe ~~January~~letters ~~2021,~~were a request for collaborative support between the ~~Company~~two ~~terminated~~countries ~~its~~to ~~independent~~accelerate ~~agent~~CoolTech’s ~~agreement~~product ~~with~~deployment ~~Gaia~~into ~~Energy~~Mexico ofto ~~Gdansk,~~help ~~Poland~~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.

OnThe ~~January~~letters ~~26,~~also ~~2021,~~detail the ~~Company~~Mexican ~~signed~~officials’ ansatisfaction ~~independent~~with ~~agent~~CoolTech’s ~~agreement~~solutions and management team and that they have met with ~~H&K~~the ~~Ventures,~~Company ~~LLC~~on several occasions for product demonstrations as well as strategic and technical advice. They highlight the benefits of ~~Morganhill~~CoolTech products, ~~California.~~how ~~H&K~~they ~~will~~could ~~act~~quickly asand efficiently address the ~~Company~~problems noted, and how they expect them to become a viable part of the country’s ~~independent agent~~infrastructure.

~~The~~Export ~~principals~~Import ofBank ~~H&K were also part~~ of ~~Gaia Energy. Consequently,~~ the ~~agreement~~United and the expertise 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 eMGen 200 to 300 kVA systems with mobile water desalination capabilities of up to 900,000 gallons per day. States

~~Team~~With ~~members~~the help of ~~H&K~~VerdeWatts ~~Ventures~~and ~~include~~FirmGreen, ~~executives~~CoolTech ~~with~~has ~~more~~initiated ~~than~~a ~~twenty-five~~relationship ~~years’~~with ~~experience~~the ~~with~~Export-Import ~~Panasonic,~~Bank ~~Ford~~of ~~Motor~~the ~~Company~~United States (EXIM), ~~Electronic~~a ~~Data~~U.S. ~~Systems~~government ~~and~~agency ~~the~~whose USsole ~~Air~~mission ~~Force~~is into ~~the~~support ~~fields~~U.S. ofexports. ~~advanced~~The ~~technologies~~bank ~~and~~fulfills anits ~~African~~mission ~~diplomat~~by ~~with~~offering avery ~~thirty~~cost-~~year~~effective ~~background~~financing ~~working~~for ~~with~~international customers and ~~for~~project ~~diplomatic~~developers ~~missions,~~to ~~non~~purchase U.S.-~~governmental~~made ~~organizations~~services and ~~international~~purchase ~~disasters~~or ~~and~~lease ~~aid~~U.S.-made ~~management services~~goods.

~~The~~30 ~~former~~Table ~~has~~of ~~joined the Company’s advisory board while the diplomat introduced CoolTech products at an African technical summit attended by representatives from 54 countries.~~ Contents

~~Order~~To ~~and~~that ~~Delivery~~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 ~~Water~~Interest ~~Units~~from ~~and~~EXIM, ~~Charger~~however, there cannot be any assurance that EXIM will provide any funding to the Company.

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

In ~~May~~January of 2021, the Company ~~ordered~~terminated aits ~~reverse~~independent ~~osmosis~~agent ~~system~~agreement ~~capable~~with ofGaia ~~treating~~Energy ~~4,500 gallons~~ of ~~brackish water per day. That was followed by a 100 kW~~Gdansk, ~~mode 4 DC, electric vehicle charger capable of simultaneous charging and dynamic load distribution~~Poland. ~~The Company ordered a second reverse osmosis system capable of treating 4,500 gallons of brackish water per day in November of 2021.~~

AOn ~~reverse~~January ~~osmosis~~26, ~~system~~2021, ~~and~~the anCompany ~~electric~~signed ~~vehicle~~an ~~charger~~independent ~~were~~agent ~~delivered~~agreement towith ~~Craftsmen~~H&K ~~Industries~~Ventures, ~~for~~LLC ~~installation in the beds~~ of ~~the~~Morganhill, ~~test vehicles referenced in Note 3~~California. ~~The~~ ~~Company~~H&K iswill aact ~~awaiting~~as the ~~delivery~~Company’s ofindependent ~~the second reverse osmosis system~~agent.

~~Results~~The principals of ~~Operations~~H&K were also part of Gaia Energy. Consequently, the agreement and the expertise 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 eMGen 200 to 300 kVA systems with mobile water desalination capabilities of up to 900,000 gallons per day.

~~The~~Team ~~following~~members ~~table~~of ~~sets~~H&K ~~forth,~~Ventures ~~for~~include ~~the~~executives ~~periods~~with ~~indicated,~~more ~~condensed~~than ~~consolidated~~twenty-five ~~statements~~years’ ofexperience ~~operations~~with ~~data.~~Panasonic, ~~The~~Ford ~~table~~Motor Company, Electronic Data Systems and the ~~discussion~~US ~~below~~Air ~~should~~Force bein ~~read~~the infields ~~conjunction~~of ~~with~~advanced ~~the~~technologies ~~accompanying~~and ~~condensed~~an ~~consolidated~~African ~~financial~~diplomat ~~statements~~with a thirty-year background working with and ~~the~~for ~~notes~~diplomatic ~~thereto~~missions, ~~appearing~~non-governmental ~~elsewhere~~organizations inand ~~this~~international ~~report~~disasters and aid management services.

	Three months ended June 30,
	2022			2021			Change			%
Revenues	$	--		$	--			N/A			N/A
Operating expenses
Consulting		155,894			129,716			26,178			20.2	%
Payroll and related expenses		88,862			86,790			2,072			2.4	%
Professional fees		38,660			102,911			(64,251	)		(62.4	)%
General and administrative		32,252			14,181			18,071			127.4	%
Research and development		4,963			4,964			(1	)		0.0	%
Total operating expenses		320,631			338,562			(17,931	)		(5.3	)%
Interest expense, net		(141,638	)		(462,091	)		320,453			(69.3	)%
Change in fair value of derivative liability		(115,167	)		142,172			(257,339	)		(181.0	)%
Loss on settlement of debt		(14,495	)		--			(14,495	)		(100.0	)%
Net loss		(591,931	)		(658,481	)		66,550			(10.1	)%
Less: Noncontrolling interest		1,221			168			1,053			626.8	%
Net loss to shareholders	$	(590,710	)	$	(658,313	)	$	67,603			(10.3	)%

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

28Order ~~Table~~and Delivery of ~~contents~~Water Units and Charger

	Six months ended June 30,
	2022			2021			Change			%
Revenues	$	--		$	--			N/A			N/A
Operating expenses
Consulting		236,894			234,216			2,678			1.1	%
Payroll and related expenses		178,359			175,869			2,490			1.4	%
Professional fees		131,877			178,974			(47,097	)		(26.3	)%
General and administrative		58,048			24,329			33,719			138.6	%
Research and development		9,927			9,927			--			0.0	%
Total operating expenses		615,105			623,315			(8,210	)		(1.3	)%
Interest expense, net		(387,302	)		(950,039	)		562,737			(59.2	)%
Change in fair value of derivative liability		(151,584	)		(761,416	)		609,832			(80.1	)%
Loss on settlement of debt		(14,495	)		--			(14,495	)		(100.0	)%
Net loss		(1,168,486	)		(2,334,770	)		1,166,284			(50.0	)%
Less: Noncontrolling interest		1,053			496			557			112.3	%
Net loss to shareholders	$	(1,167,433	)	$	(2,334,274	)	$	1,166,841			(50.0	)%

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

~~Revenues~~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 November of 2021.

~~During~~A ~~the~~reverse ~~three~~osmosis ~~months~~system ~~ended June 30, 2022,~~ and ~~since~~an ~~inception,~~electric ~~the~~vehicle ~~Company~~charger ~~has~~were ~~not~~delivered ~~generated~~to ~~any~~Craftsmen ~~revenues.~~Industries ~~Cool~~for ~~Technologies~~installation ~~generated~~in ~~its first Mobile Generation order during~~ the ~~quarter~~beds ~~ended June 30, 2014 and received a partial deposit in advance~~ of ~~completing~~ the ~~sale~~test ~~with~~vehicles ~~companies~~referenced ~~controlled~~in byNote ~~the individual who is a 5% owner of UPT and a shareholder of the Company~~3. The ~~order~~Company is inawaiting the ~~production~~delivery ~~queue~~of ~~along~~the ~~with~~second ~~other~~reverse ~~existing~~osmosis ~~orders~~system.

~~Operating~~31 ~~Expenses~~Table of Contents

~~Consulting~~Results 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.~~Operations

~~Payroll~~The ~~and~~following ~~related~~table ~~expenses~~sets ~~increased from $86~~forth,~~790~~ for the ~~three~~periods ~~months ended June 30~~indicated, ~~2021~~condensed toconsolidated ~~$88,862~~statements ~~for~~of ~~the~~operations ~~three~~data. ~~months~~The ~~ended~~table ~~June 30, 2022~~ and ~~during~~ the ~~six~~discussion ~~months~~below ~~ended~~should ~~June~~be 30read ~~from $175,869~~ in ~~2021~~conjunction towith ~~$178,359~~the inaccompanying ~~2022~~condensed ~~due~~consolidated tofinancial anstatements ~~increase~~and in the ~~Company’s~~notes ~~portion~~thereto, ofappearing ~~FICA~~elsewhere ~~and~~in ~~unemployment~~this ~~taxes~~report.

Professional fees decreased from $102,911 for the three months ended June 30, 2021 to $38,660 for the three months ended June 30, 2022 and during the six months ended June 30 from $178,974 in 2021 to $131,877 in 2022. The decrease in professional fees reflect a decrease in legal fees due to reduced activity leading up to the settlement in the litigation and arbitration with PGC Investments, LLC.

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

Operating expenses
Consulting		112,500			120,125			(7,625	)		(6.3	)%
Payroll and related expenses		87,726			99,971			(12,245	)		(12.2	)%
Professional fees		35,176			45,266			(10,090	)		(22.3	)%
General and administrative		20,442			26,003			(5,561	)		(21.4	)%
Research and development		4,963			4,963			-			0.0	%
Total operating expenses		260,807			296,328			(35,521	)		(12.0	)%

Interest expense, net		(263,139	)		(390,419	)		(127,280	)		(32.6	)%
Change in fair value of derivative liability		31,707			24,234			7,473			30.8	%
Loss on settlement of debt		10,360			52,963			(42,603	)		(80.4	)%

Net loss		(481,879	)		(609,550	)		127,671			20.9	%

Less: Noncontrolling interest		(270	)		(328	)		58			17.7	%

Net loss to shareholders	$	(482,149	)	$	(609,222	)	$	127,073			20.9	%

~~General and administrative expenses increased from $14,181 for the three months ended June 30, 2021 to $~~32~~,252~~ ~~for~~Table ~~the~~of ~~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 began offering health insurance to its two employees.~~Contents

Research and development expenses remained the same for the respective periods during both years. For the three months ended June 30, 2021, it totaled $4,964 and for the three months ended June 30, 2022, it totaled $4,963. For the six months ended June 30, 2021 and 2022, it totaled $9,927 as the Company continued to focus on the commercialization of the Company’s eMGen system.

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

Operating expenses
Consulting		349,394			354,341			(4,947	)		(1.4	)%
Payroll and related expenses		266,085			275,840			(9,755	)		(3.5	)%
Professional fees		167,053			224,240			(57,187	)		(25.5	)%
General and administrative		78,543			50,332			28,211			56.0	%
Research and development		14,890			14,890			--			0.0	%
Total operating expenses		875,965			919,643			(43,678	)		(4.7	)%

Interest expense, net		(651,441	)		(1,340,458	)		(689,017	)		(51.4	)%
Change in fair value of derivative liability		(119,877	)		(737,182	)		(617,305	)		(83.7	)%
Loss on settlement of debt		(4,135	)		52,963			(57,098	)		(107.8	)%

Net loss		(1,651,418	)		(2,944,320	)		1,292,902			43.9	%

Less: Noncontrolling interest		783			168			615			366.1	%

Net loss to shareholders	$	(1,650,635	)	$	(2,944,152	)	$	1,293,517			43.9	%

~~Other~~33 ~~Income~~Table ~~and~~of ~~Expense~~Contents

Interest expense decreased from $462,091 for the three months ended June 30, 2021 to $141,638 for the three months ended June 30, 2022 and during the six months ended June 30 from $950,039 in 2021 to $387,302 in 2022 due to less amortization of debt discount. The change in fair value of derivative liability decreased from a gain of $142,172 for the three months ended June 30, 2021 to a loss of $115,167 for the three months ended June 30, 2022 and during the six months ended June 30 from $761,416 to $151,584 due to a reduction in derivative liabilities and stock price.Revenues

~~Net~~During ~~Loss~~the three months ended September 30, 2022, and ~~Noncontrolling~~since ~~interest~~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.

~~Since~~Operating 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. Expenses

29Consulting ~~Table~~expense decreased from $120,125 for the three months ended September 30, 2021 to $112,500 for the three months ended September 30, 2022 and during the nine months ended September 30 from $354,341 in 2021 to $349,394 in 2022 due to the addition of ~~contents~~fees billed by two consultants who provide sales, financial and strategic services on an ad hoc basis in 2021.

~~Liquidity~~Payroll and ~~Capital~~related ~~Resources~~expenses decreased from $99,971 for the three months ended September 30, 2021 to $87,726 for the three months ended September 30, 2022 and during the nine months ended September 30 from $275,840 in 2021 to $266,085 in 2022 due to decrease in the Company’s portion of FICA and unemployment taxes.

WeProfessional ~~have~~fees ~~historically~~decreased from ~~met~~$45,266 ~~our~~for ~~liquidity~~the ~~requirements~~three ~~primarily~~months ~~through~~ended September 30, 2021 to $35,176 for the ~~public~~three ~~sale~~months ended September 30, 2022 and ~~private~~during ~~placement~~the ofnine ~~equity~~months ~~securities,~~ended ~~debt~~September ~~financing~~30 from $224,240 ~~and~~in ~~exchanging~~2021 ~~common~~to ~~stock~~$167,053 ~~warrants~~in ~~and~~2022. The ~~options~~decrease ~~for~~in professional ~~and~~fees ~~consulting~~reflects ~~services.~~a Ondecrease ~~June~~in ~~30,~~legal ~~2022,~~fees wedue ~~had~~to ~~cash~~reduced ~~and~~activity ~~cash~~leading ~~equivalents~~up to the settlement of ~~$14~~the litigation and arbitration with PGC Investments,~~300~~ LLC as well as the timing of the service provided by our auditors for reviews of quarterly reports filed in 2021.

~~Working~~General ~~capital~~and isadministrative ~~the~~expenses ~~amount~~increased byduring ~~which~~the ~~current~~nine ~~assets~~months ~~exceed~~ended ~~current~~September ~~liabilities.~~30 Wefrom ~~had negative working capital of~~ $750,~~943,524~~332 ~~and~~in ~~$7,370,524~~2021 onto ~~June 30~~$78,543 in 2022 ~~and~~as ~~December~~the ~~31,~~Company ~~2021,~~began ~~respectively.~~offering ~~The~~health ~~increase~~insurance in ~~negative~~in ~~working~~April ~~capital~~of ~~was~~2021. ~~due~~Thus, to2022 includes a ~~reduction~~full innine ~~cash~~months asof ~~well~~health asinsurance ~~increases~~costs. inGeneral ~~accounts~~and ~~payable,~~administrative ~~accrued~~expenses ~~interest~~decreased ~~payable~~from $26,003 ~~accrued~~for ~~liabilities~~the –three ~~related~~months ~~party~~ended ~~and~~September ~~accrued payroll taxes. To that end~~30, we2021 to ~~owe approximately~~ $120,~~573,500~~442 for ~~convertible~~the ~~notes~~three ~~that~~months ~~mature~~ended inSeptember ~~the~~30, ~~next~~2022 due ~~eleven~~to ~~months~~reduced ~~and~~health weinsurance ~~owe~~expense ~~another~~and ~~$2,490,971 in~~mileage ~~notes~~reimbursement ~~payable~~for travel costs.

~~Based~~Research ~~on its current forecast~~ and ~~budget,~~development ~~management~~expenses ~~believes~~remained ~~that~~the ~~its~~same ~~cash~~for ~~resources will not be sufficient to fund its operations through~~ the ~~end~~respective ofperiods ~~the~~during ~~third~~both ~~quarter~~years. ~~Unless~~For the ~~Company~~three ~~can~~months ~~generate~~ended ~~sufficient~~September ~~revenue~~30, ~~from the execution of the Company’s business plan~~2021, it ~~will~~totaled ~~need~~$4,963 toand ~~obtain~~for ~~additional capital to continue to fund~~ the ~~Company’s~~three ~~operations.~~months ~~There~~ended isSeptember no30, ~~assurance~~2022, ~~that~~it ~~capital~~totaled in$4,963. ~~any~~For ~~form~~the ~~would~~nine bemonths ~~available~~ended toSeptember us30, 2021 and ~~if available~~2022, onit ~~terms~~totaled ~~and~~$14,890 ~~conditions~~as ~~that~~the ~~are~~Company ~~acceptable.~~continued ~~If we are unable~~ to ~~obtain~~focus ~~sufficient~~on ~~funds,~~the wecommercialization ~~may~~of bethe ~~forced~~Company’s toeMGen ~~curtail and/or cease operations~~system.

~~February~~Other ~~Convertible~~Income ~~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 June 30, 2022, the remaining balance totaled $169,950.Expense

~~March~~Interest ~~Convertible~~expense ~~Note~~decreased --from ~~On March 24~~$390,419 ~~2021,~~for the ~~Company~~three ~~entered~~months ~~into~~ended aSeptember ~~convertible note agreement with an accredited investor. It issued two sets of commitment shares: a block of 500~~30,~~000~~ ~~and~~2021 ato ~~block of 2~~$263,~~500,000~~139 ~~shares~~for ofthe ~~restricted~~three ~~common~~months ~~stock~~ended asSeptember ~~well as warrants to purchase 1~~30,~~000,000~~ ~~shares~~2022 ofand ~~common~~during ~~stock at an exercise price of $0.10 per share. In return,~~ the ~~Company~~nine ~~received~~months ~~$250,000~~ended ~~after~~September an30 ~~original~~from ~~issue discount of~~ $251,~~000~~340,458 in ~~lieu~~2021 ofto ~~interest. The total amount of~~ $~~275~~651,~~000~~441 ~~plus~~in 8%2022 ~~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~~fewer uploans tooutstanding ~~6 million additional warrant shares. After 180 days,~~ at the ~~holder’s~~ends ~~option, a portion or all~~ of the ~~unpaid~~respective ~~principal~~quarters. ~~and~~The ~~interest~~change ~~may~~in befair ~~converted~~value ~~into shares~~ of ~~common~~derivative ~~stock~~liability atincreased from a ~~fixed~~gain ~~price~~ of $~~0.055~~24,234 ~~per~~for ~~share. If~~ the ~~note~~three ismonths ~~repaid~~ended bySeptember ~~the maturity date~~30, ~~the~~2021 ~~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~~gain ~~penalty~~ of $131,~~000~~707 ~~will~~for ~~accrue until~~ the ~~default~~three ismonths ~~remedied.~~ended OnSeptember ~~December 21~~30, ~~2021,~~2022 ~~the~~due ~~investor signed an amendment~~ to ~~the~~a ~~agreement~~reduction ~~extending~~in the ~~maturity~~price ~~date~~of ~~until~~common ~~March~~stock ~~31,~~and ~~2022.~~decreased Onduring ~~March 30, 2022,~~ the ~~investor~~nine ~~signed~~months anended ~~amendment~~September ~~to the agreement extending the maturity date until April~~ 30, ~~2022.~~from ~~On April 29~~$737,182 ~~2022, the investor signed an amendment~~ to ~~the agreement extending the maturity date until May 30~~$119,877 ~~2022. On~~due ~~May 29, 2022, the investor signed an amendment~~ to ~~the~~a ~~agreement~~reduction ~~extending~~in ~~the~~derivative ~~maturity~~liabilities ~~date~~through ~~until~~debt ~~August~~conversion ~~30,~~to ~~2022. As~~common ~~of June 30, 2022, the remaining balance totaled $297,000~~stock.

~~March~~Net ~~Convertible~~Loss ~~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 aNoncontrolling 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 June 30, 2022, the remaining balance totaled $891,000.

30Since ~~Table~~Cool ofTechnologies ~~contents~~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.

~~August~~34 ~~Convertible~~Table ~~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. On February 24, 2022, the Company issued 2,500,000 shares of common stock to Power Up Lending Group, Ltd upon conversion of $50,000 on principal of $135,000. On February 25, 2022, the 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.Contents

~~September~~Liquidity ~~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~~Capital 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 June 30, 2022, the remaining balance totaled $41,000.Resources

~~November~~We ~~Convertible~~have ~~Note~~historically --met Onour ~~November~~liquidity ~~22,~~requirements ~~2021,~~primarily through the ~~Company~~public ~~signed~~sale ~~a promissory note agreement with an accredited investor. It received $60,000 after an original issue discount of $3,750~~ and ~~reimbursement~~private ofplacement ~~$3,000 to cover the investor’s legal fees. The total amount~~ of ~~$66,750~~equity ~~will be due on November 22~~securities, ~~2022.~~debt ~~After 180 days~~financing, ~~at the holder’s option, a portion or all of the unpaid principal~~ and ~~interest~~exchanging ~~may be converted into shares of~~ common stock atwarrants aand ~~29%~~options ~~discount~~for toprofessional ~~the~~and ~~lowest~~consulting ~~VWAP during the 10 trading days preceding the conversion date~~services. InOn ~~the~~September ~~event~~30, ~~of default~~2022, ~~the~~we ~~outstanding~~had ~~balance~~cash ~~will increase by 50%~~ and ~~the~~cash ~~interest~~equivalents ~~rate will increase to 22% until the default is remedied. As~~ of ~~June 30, 2022, the remaining balance totaled~~ $661,~~750~~050.

~~December~~Working ~~Convertible~~capital ~~Note~~is ~~-- On December 20, 2021,~~ the ~~Company~~amount ~~entered~~by ~~into~~which acurrent ~~convertible~~assets ~~note~~exceed ~~agreement~~current ~~with an accredited investor~~liabilities. ItWe ~~received~~had ~~$33,000~~negative ~~after~~working ancapital ~~original issue discount~~ of $37,~~000~~993,078 inand ~~lieu of interest. The total amount of~~ $337,~~000~~370,524 ~~plus 3% interest or $990 will be due~~ on September 2030, 2022. ~~After~~and ~~180~~December ~~days~~31, at2021, ~~the~~respectively. ~~holder’s~~The ~~option,~~increase ain ~~portion~~negative orworking ~~all~~capital ofwas ~~the~~due ~~unpaid~~to ~~principal~~a ~~and~~reduction ~~interest~~in ~~may~~cash beas ~~converted~~well ~~into~~as ~~shares~~increases ofin ~~common~~accounts ~~stock~~payable, ataccrued ainterest ~~fixed~~payable, ~~price~~accrued ofliabilities ~~$0.02~~– ~~per~~related ~~share.~~party Inand ~~the~~accrued ~~event~~payroll oftaxes. ~~default,~~To ~~the~~that ~~outstanding~~end, ~~balance~~we ~~will~~owe ~~increase~~approximately by$1,788,355 ~~25%~~including interest and aprepayment ~~daily~~penalties ~~penalty~~for ofconvertible ~~$100~~notes ~~will~~that ~~accrue~~mature ~~until~~in the ~~default~~next iseleven ~~remedied.~~months Asand ofwe ~~June~~owe ~~30,~~another ~~2022~~$3,519,660 ~~the~~including ~~remaining~~interest ~~balance~~for ~~totaled~~notes ~~$33,000~~payable.

~~February~~Based ~~Convertible~~on ~~Note~~its --current Onforecast ~~February~~and 1budget, ~~2022,~~management ~~the~~believes ~~Company~~that ~~signed~~its acash ~~promissory~~resources ~~note~~will ~~agreement~~not ~~with~~be ansufficient ~~accredited~~to ~~investor.~~fund Itits ~~received~~operations ~~$50,000~~through ~~after~~the anend ~~original issue discount~~ of ~~$3,000 and reimbursement of $3,000 to cover~~ the ~~investor’s~~fourth ~~legal fees~~quarter. ~~The~~Unless ~~total~~the ~~amount~~Company ofcan ~~$56,000~~generate ~~will~~sufficient berevenue ~~due~~from onthe ~~February~~execution 1,of ~~2023. After 180 days, at~~ the ~~holder~~Company’s ~~option~~business plan, ait ~~portion~~will orneed ~~all~~to ofobtain ~~the~~additional ~~unpaid~~capital ~~principal~~to ~~and~~continue ~~interest may be converted into shares of common stock at a 29% discount~~ to fund the ~~lowest~~Company’s ~~VWAP~~operations. ~~during~~There ~~the~~is 10no ~~trading~~assurance ~~days~~that ~~preceding~~capital ~~the~~in ~~conversion~~any ~~date.~~form Inwould ~~the~~be ~~event~~available ofto ~~default~~us, ~~the~~and ~~outstanding~~if ~~balance~~available, ~~will~~on ~~increase~~terms ~~by 50%~~ and ~~the~~conditions ~~interest~~that ~~rate~~are ~~will~~acceptable. ~~increase~~If towe ~~22%~~are ~~until~~unable ~~the~~to ~~default~~obtain issufficient ~~remedied. As of June 30~~funds, ~~2022,~~we ~~the~~may ~~remaining~~be ~~balance~~forced ~~totaled~~to ~~$56,000~~curtail ~~in principal~~ and/or ~~$724~~cease ~~in accrued interest~~operations.

~~March~~February Convertible Note -- On ~~March~~February 425, ~~2022~~2021, the Company ~~signed~~entered into a ~~promissory~~convertible note agreement with an accredited investor. It issued 2,000,000 inducement shares of restricted common stock and received $55150,000 after an original issue discount of $315,~~500~~000 ~~and~~in ~~reimbursement~~lieu of ~~$3,000 to cover the investor’s legal fees~~interest. The total amount of $61165,~~500~~000 plus 3% interest or $4,950 will be due on ~~March~~November 425, ~~2023~~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 29fixed price of $0.025 per share. In the event of default, the outstanding balance will increase by 25% ~~discount~~and toa daily penalty of $100 will accrue until the ~~lowest~~default ~~VWAP~~is ~~during~~remedied. On November 22, 2021, the 10investor ~~trading~~signed ~~days~~an ~~preceding~~amendment to the ~~conversion~~agreement extending the maturity date until March 31, 2022. InOn March 30, 2022, the ~~event~~investor ofsigned ~~default~~an amendment to the agreement extending the maturity date until April 30, 2022. On April 29, 2022, the ~~outstanding~~investor ~~balance~~signed ~~will~~an ~~increase~~amendment byto ~~50%~~the ~~and~~agreement extending the ~~interest~~maturity ~~rate~~date ~~will~~until ~~increase~~May 30, 2022. On May 29, 2022, the investor signed an amendment to ~~22%~~the agreement extending the maturity date until August 30, 2022. On August 30, 2022 the ~~default~~investor issigned ~~remedied~~an amendment to the agreement extending the maturity date until November 30, 2022. As of ~~June~~September 30, 2022, the remaining balance totaled $61169,~~500 in principal and $377 in accrued interest~~950.

March Convertible Note -- On March 2124, ~~2022~~2021, the Company ~~signed~~entered into a ~~promissory~~convertible note agreement with an accredited investor. It ~~received~~issued ~~$55,000~~two ~~after~~sets anof ~~original~~commitment ~~issue~~shares: ~~discount~~a block of ~~$3,~~500,000 and ~~reimbursement~~a block of $32,500,000 shares of restricted common stock as well as warrants to ~~cover~~purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. In return, the ~~investor’s~~Company ~~legal~~received ~~fees~~$250,000 after an original issue discount of $25,000 in lieu of interest. The total amount of $61275,~~500~~000 plus 8% interest or $22,000 will be due on ~~March~~December 2124, ~~2023~~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 ~~29%~~fixed ~~discount~~price toof ~~the~~$0.055 ~~lowest~~per ~~VWAP~~share. ~~during~~If the 10note ~~trading~~is ~~days~~repaid ~~preceding~~by the ~~conversion~~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 5025% and ~~the~~a ~~interest~~daily ~~rate~~penalty ~~will~~of ~~increase~~$1,000 towill ~~22%~~accrue until the default is remedied. AsOn ofDecember ~~June~~21, 2021, the investor signed an amendment to the agreement extending the maturity date until March 31, 2022. On March 30, 2022, the ~~remaining~~investor ~~balance~~signed ~~totaled~~an ~~$61~~amendment to the agreement extending the maturity date until April 30,~~500~~ in2022. ~~principal~~On ~~and~~April ~~$148~~29, in2022, ~~accrued~~the ~~interest~~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. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of September 30, 2022, the remaining balance totaled $297,000.

~~April~~March Convertible Note -- On ~~April~~March 2524, ~~2022~~2021, the Company ~~signed~~entered into a ~~promissory~~convertible note agreement with an accredited investor. It ~~received~~issued ~~$55,000~~two ~~after~~sets anof ~~original~~commitment ~~issue~~shares: ~~discount~~a block of ~~$3,~~500,000 and ~~reimbursement~~a block of $32,500,000 shares of restricted common stock as well as warrants to ~~cover~~purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. In return, the ~~investor’s~~Company ~~legal~~received ~~fees~~$750,000 after an original issue discount of $75,000 in lieu of interest. The total amount of $61825,~~500~~000 plus 8% interest or $66,000 will be due on ~~April~~December 2524, ~~2023~~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 ~~29%~~fixed ~~discount~~price toof ~~the~~$0.055 ~~lowest~~per ~~VWAP~~share. ~~during~~If the 10note ~~trading~~is ~~days~~repaid ~~preceding~~by the ~~conversion~~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 5025% and ~~the~~a ~~interest~~daily ~~rate~~penalty ~~will~~of ~~increase~~$1,000 towill ~~22%~~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. On August 22, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $121,410. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of ~~June~~September 30, 2022, the remaining balance totaled $61769,~~500~~590.

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~~Table ~~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.Contents

31August ~~Table~~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 ~~contents~~$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. On February 24, 2022, the Company issued 2,500,000 shares of common stock to Power Up Lending Group, Ltd upon conversion of $50,000, leaving a principal balance remaining of $85,000. On February 25, 2022, the Company issued 1,750,000 shares of common stock to Power Up Lending Group, Ltd upon conversion of $35,000, leaving a principal balance remaining of $50,000. On February 28, 2022, the Company issued 980,392 shares of common stock to Power Up Lending Group, Ltd upon conversion of $20,000, leaving a principal balance remaining of $30,000. 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, leaving a principal balance remaining of $8,000. 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 in principal and $5,120 in accrued interest. The note was then retired.

~~Off~~September ~~Balance~~Convertible ~~Sheet~~Note ~~Arrangements~~-- 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, leaving a principal balance remaining of $76,000. 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, leaving a principal balance remaining of $41,000. On April 18, 2022, the Company issued 3,798,319 shares of common stock to Power Up Lending Group, Ltd upon final conversion of $41,000 in principal and $4,200 in accrued interest. The note was then retired.

~~Currently~~November Convertible Note -- On November 22, 2021, the Company ~~has~~signed noa ~~off-~~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 ~~sheet~~will ~~arrangements~~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, leaving a principal balance remaining of $46,750. On June 6, 2022, the Company issued 2,252,252 shares of common stock to Power Up Lending Group, Ltd upon conversion of $25,000, leaving a principal balance remaining of $21,750. 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.

~~Cash~~36 ~~Flows~~Table of Contents

~~Cash~~December ~~flows~~Convertible ~~from~~Note ~~operating~~-- On December 20, ~~investing~~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 ~~financing~~interest ~~activities~~may ~~were~~be asconverted ~~follows:~~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. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. As of September 30, 2022, the remaining balance totaled $33,000.

	Six months ended June 30,
	2022			2021
Net cash from operating activities	$	(419,612	)	$	(1,071,260	)
Net cash from investing activities		(25,392	)		(19,501	)
Net cash from financing activities		386,913			1,415,435

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. On August 8, 2022, the Company issued 2,752,294 shares of common stock to Sixth Street Lending LLC upon conversion of $30,000, leaving a principal balance remaining of $26,000. On August 12, 2022, the Company issued 2,323,967 shares of common stock to Sixth Street Lending LLC upon final conversion of $26,000 in principal and $2,120 in accrued interest. The note was then retired.

~~Net~~March ~~cash~~Convertible ~~from~~Note ~~operating~~-- ~~activities~~On ~~decreased~~March ~~due~~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 ~~elimination~~investor’s legal fees. The total amount of $61,500 will be due on March 4, 2023. After 180 days, at the ~~amortization~~holder’s option, a portion or all of ~~debt~~the ~~discount~~unpaid principal and ~~prepaid~~interest ~~assets~~may asbe ~~well~~converted asinto ~~due~~shares toof ancommon 80stock at a 29% ~~decrease~~discount into the ~~fair~~lowest ~~value~~VWAP during the 10 trading days preceding the conversion date. In the event of ~~derivative~~default, ~~liability~~the outstanding balance will increase by 50% and athe 49interest rate will increase to 22% ~~decrease~~until inthe ~~non-cash~~default ~~interest~~is ~~expense~~remedied. ~~Cash~~On ~~provided~~September 8, by2022, ~~financing~~the ~~activities~~Company ~~included~~issued ~~debt~~2,100,840 ~~borrowings~~shares of common stock to Sixth Street Lending LLC upon conversion of $~~398~~25,000, ~~during~~leaving ~~the~~a ~~first~~principal ~~six~~balance ~~months~~remaining of $36,500. On September 12, 2022, ~~which~~the ~~was~~Company aissued ~~72%~~3,273,950 ~~decrease~~shares ~~from~~of ~~the~~common ~~debt~~stock ~~borrowings~~to Sixth Street Lending LLC upon final conversion of $136,~~405~~500 in principal and $2,~~000~~460 ~~during~~in ~~the~~accrued ~~first~~interest. ~~six~~The ~~months~~note ofwas ~~2021~~then retired.

~~The~~March ~~Company’s~~Convertible ~~estimated~~Note ~~capital~~-- ~~requirements~~On ~~for~~March 21, 2022, the ~~next~~Company 12signed ~~months~~a ~~will~~promissory ~~total~~note agreement with an accredited investor. It received $55,000 after an original issue discount of $3.9,500 ~~million~~and reimbursement of $3,000 to cover the investor’s legal fees. ~~This~~The ~~consists~~total amount of $161,500 will be due on March 21, 2023.6 ~~million~~After ~~for~~180 ~~salaries~~days, ~~public~~at ~~company~~the ~~filings~~holder’s option, ~~consultants~~a portion or all of the unpaid principal and ~~professional~~interest ~~fees~~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. ItIn ~~also~~the ~~consists~~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 27, 2022, the Company issued 2,325,581 shares of common stock to Sixth Street Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $41,500. On September 28, 2022, the Company issued 2,625,000 shares of common stock to Sixth Street Lending LLC upon conversion of $21,000, leaving a principal balance remaining of $20,500.3 ~~million~~On ~~for~~September ~~production~~30, 2022, the Company issued 3,214,085 shares of ~~mobile~~common ~~power~~stock ~~generation~~to ~~systems~~Sixth ~~and~~Street ~~related~~Lending ~~mobile~~LLC ~~products~~upon ~~such~~final asconversion ~~water~~of ~~purification~~$20,500 orin ~~desalination~~principal ~~equipment~~and as$2,320 ~~well~~in asaccrued ~~onboard~~interest. ~~vehicle~~The ~~charging~~note ~~units~~was then retired.

~~Management~~April ~~believes~~Convertible ~~the~~Note ~~Company’s~~-- ~~funds~~On ~~are~~April ~~insufficient~~25, to2022, ~~provide~~the ~~for~~Company ~~its~~signed ~~projected~~a ~~needs~~promissory ~~for~~note ~~operations~~agreement ~~for~~with ~~the~~an ~~next~~accredited ~~12 months~~investor. ~~The~~It ~~Company~~received is$55,000 ~~awaiting~~after ~~the~~an ~~receipt~~original issue discount of ~~the~~$3,500 ~~first~~and ~~tranche~~reimbursement of ~~additional~~$3,000 ~~non-dilutive funding~~ to ~~support~~cover ~~product~~the ~~development~~investor’s orlegal ~~for other purposes~~fees. AsThe ~~previously~~total ~~noted~~amount ~~under~~of ~~Item 2 “Overview”~~$61,500 ~~the~~will ~~Company~~be ~~signed~~due aon ~~Memorandum~~April of25, ~~Terms~~2023. ~~for~~After ~~Debt~~180 ~~Financing~~days, ~~with~~at ~~3&1~~the ~~Capital~~holder’s ~~Partners~~option, ~~LLC~~a ~~(“3&1”)~~portion inor ~~March~~all of ~~2020. Five months later,~~ the ~~Company~~unpaid ~~signed~~principal anand ~~agreement~~interest inmay ~~which~~be ~~3&1~~converted ~~agreed~~into toshares ~~definitively~~of ~~provide~~common ~~insurance~~stock ~~related~~at ~~debt,~~a ~~surety~~29% ~~bond~~discount ~~financing~~to ~~and/or~~the ~~standby~~lowest ~~letter~~VWAP ofduring ~~credit~~the ~~financing~~10 astrading ~~per~~days ~~the~~preceding ~~terms of~~ the ~~memorandum~~conversion date. In the event ~~that~~of ~~3&1 fails to deliver the financing~~default, the ~~Company~~outstanding ~~may~~balance ~~have~~will toincrease ~~rely~~by on50% ~~equity~~and orthe ~~debt~~interest ~~financing~~rate ~~that~~will ~~may~~increase ~~involve substantial dilution~~ to ~~our~~22% ~~then~~until ~~existing~~the ~~stockholders.~~default ~~If it~~ is ~~unable~~remedied. toAs ~~close~~of ~~additional~~September ~~equity~~30, ~~financing~~2022, the ~~Company~~remaining ~~may~~balance ~~have~~totaled ~~to cease operations~~$61,500.

~~Going~~37 ~~Concern~~Table of Contents

~~The~~May ~~Company~~Convertible ~~has~~Note ~~incurred~~-- ~~net~~On ~~losses~~May ~~of $60~~23,~~444,181~~ ~~since inception and have not fully commenced operations~~2022, ~~raising substantial doubt about its ability to continue as a going concern. Management believes that~~ the Company’s ~~ability~~signed ~~to continue as~~ a ~~going~~promissory ~~concern~~note isagreement ~~dependent~~with onan ~~its~~accredited ~~ability~~investor. toIt ~~raise~~received ~~capital~~$30,000 ~~generate~~after ~~revenue,~~an ~~achieve~~original ~~profitable~~issue ~~operations~~discount ~~and repay its obligations when they come due. As~~ of ~~June 30, 2022, we have~~ $142,~~300~~000 ~~in cash~~ and wereimbursement ~~owe~~of $13,~~573,500~~000 ~~and~~to ~~$2,490,971~~cover ~~for~~the ~~convertible~~investor’s ~~and~~legal ~~promissory~~fees. ~~notes,~~The ~~respectively~~total Weamount ~~are~~of ~~awaiting~~$35,000 ~~the~~will ~~receipt~~be ofdue ~~the~~on ~~first~~May ~~tranche~~23, of2023. ~~non-dilutive~~After ~~funding~~180 todays, ~~address~~at the ~~payment~~holder’s ofoption, ~~outstanding~~a ~~debt~~portion ~~and~~or toall ~~support~~of the ~~sales,~~unpaid ~~component~~principal ~~acquisition~~ and ~~assembly~~interest ofmay ~~our~~be ~~mobile~~converted ~~power~~into ~~generation~~shares ~~systems as well as the completion~~ of ~~the~~common ~~secondary~~stock ~~elements~~at ofa ~~our~~29% ~~business~~discount ~~plan:~~ to ~~license~~the ~~its~~lowest ~~thermal~~VWAP ~~technologies~~during ~~and~~the ~~applications,~~10 ~~including~~trading ~~submersible~~days ~~dry-pit~~preceding ~~applications~~the conversion date. ~~There~~In ~~can~~the beevent noof ~~assurance~~default, ~~however, that~~ the ~~expected~~outstanding ~~funding~~balance will ~~arrive,~~increase ~~that~~by we50% ~~will~~and ~~obtain~~the ~~alternative~~interest ~~funding~~rate ~~or that we~~ will beincrease ~~successful~~to in22% ~~accomplishing~~until ~~any~~the ofdefault ~~our~~is ~~objectives~~remedied. ~~Consequently,~~As weof ~~may~~September ~~not~~30, be2022, ~~able~~the toremaining ~~continue~~balance astotaled ~~an operating company~~$35,000.

~~Critical~~July ~~Accounting~~Convertible ~~Estimates~~Note -- On July 22, 2022, the Company signed a promissory note agreement with an accredited investor. It received $30,000 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. As of September 30, 2022, the remaining balance totaled $57,050.

~~The~~August ~~condensed~~Convertible ~~consolidated~~Note ~~financial~~-- ~~statements~~On ~~and~~August ~~the~~18, ~~accompanying~~2022, ~~notes~~the ~~have~~Company ~~been~~signed ~~prepared~~a inpromissory ~~accordance~~note agreement with ~~U.S.~~an ~~GAAP~~accredited investor. ~~The~~It ~~preparation~~received of$40,000 ~~these~~after ~~financial~~an ~~statements~~original ~~requires~~issue ~~management~~discount toof ~~make estimates~~$2,600 ~~judgments~~ and ~~assumptions~~reimbursement ~~that affect reported amounts~~ of ~~assets~~$3,000 ~~liabilities,~~to ~~and~~cover ~~expenses.~~the ~~Cool~~investor’s ~~Technologies~~legal ~~continually~~fees. ~~evaluates~~The ~~the~~total ~~accounting~~amount ~~policies~~of ~~and~~$45,600 ~~estimates~~will ~~used~~be todue ~~prepare~~on ~~the~~August ~~condensed~~18, ~~consolidated financial statements~~2023. ~~The~~After ~~estimates~~180 ~~are~~days, ~~based~~at onthe ~~historical~~holder’s ~~experience~~option, ~~and~~a ~~assumptions~~portion ~~believed~~or toall beof ~~reasonable~~the ~~under~~unpaid ~~current~~principal ~~facts~~ and ~~circumstances.~~interest ~~Actual~~may ~~amounts~~be ~~and~~converted ~~results~~into ~~could~~shares ~~differ~~of ~~from~~common ~~these~~stock ~~estimates~~at ~~made~~a by29% ~~management.~~discount ~~Certain~~to ~~accounting~~the ~~policies~~lowest ~~that~~VWAP ~~require~~during ~~significant~~the ~~management~~10 ~~estimates~~trading ~~and~~days ~~are~~preceding ~~deemed~~the ~~critical~~conversion todate. In the ~~results~~event of ~~operations~~default, ~~and~~the ~~financial~~outstanding ~~position~~balance ~~are~~will ~~discussed~~increase inby ~~the~~50% ~~Annual~~and ~~Report~~the oninterest ~~Form~~rate ~~10-K~~will ~~for~~increase ~~the~~to ~~year~~22% ~~ended~~until ~~December~~the ~~31,~~default ~~2021~~is ~~in “Item 7~~remedied. ~~Management’s~~As ~~Discussion~~of ~~and~~September ~~Analysis~~30, of2022, ~~Financial~~the ~~Condition~~remaining ~~and~~balance ~~Results~~totaled ~~of Operations~~$46,020.”

32September ~~Table~~Convertible Note -- On September 21, 2022, the Company signed a promissory note agreement with an accredited investor. It received $60,000 after an original issue discount of ~~contents~~$3,750 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $66,750 will be due on September 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 September 30, 2022, the remaining balance totaled $66,838.

Off Balance Sheet Arrangements

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

Cash Flows

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

	Nine months ended September 30,
	2022			2021
Net cash from operating activities	$	(577,449	)	$	(1,330,178	)
Net cash from investing activities		(30,355	)		(24,921	)
Net cash from financing activities		536,463			1,657,000

Net cash from operating activities increased primarily due to a 44% decrease in our loss offset by a decrease in our non-cash interest expense. The change in net cash from investing activities reflects a 22% decrease in the purchase of intangible assets. Cash provided by financing activities included debt borrowings of $547,550 during the first nine months of 2022 which was a 67% decrease from the debt borrowings of $1,632,000 during the first nine months of 2021.

Table of Contents

The Company’s estimated capital requirements for the next 12 months will total $3.9 million. This consists of $1.6 million for salaries, public company filings, consultants and professional fees. It also consists of $2.3 million for production of mobile power generation systems and related mobile products such as water purification or desalination equipment as well as onboard vehicle charging units.

Management believes the Company’s funds are insufficient to provide for its projected needs for operations for the next 12 months. The Company is awaiting the receipt of the first tranche of additional non-dilutive funding to support product development or for other purposes. As previously noted under Item 2 “Overview”, the Company signed a Memorandum of Terms for Debt Financing with 3&1 Capital Partners, LLC (“3&1”) in March of 2020. Five months later, 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 of the memorandum. In the event that 3&1 fails to deliver the financing, the Company may have to rely on equity or debt financing that may involve substantial dilution to our then existing stockholders. If it is unable to close additional equity financing, the Company may have to cease operations.

Going Concern

The Company has incurred net losses of $60,926,600 since inception and have not fully commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to raise capital, generate revenue, achieve profitable operations and repay its obligations when they come due. As of September 30, 2022, we have $1,050 in cash and we owe $1,788,355 (including interest and prepayment penalties) and $3,519,660 (including interest) for convertible and promissory notes, respectively We are awaiting the receipt of the first tranche of non-dilutive funding to address the payment of outstanding debt and to support the sales, component acquisition and assembly of our mobile power generation systems as well as the completion of the secondary elements of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications. There can be no assurance, however, that the expected funding will arrive, that we will obtain alternative funding or that we will be successful in accomplishing any of our objectives. Consequently, we may not be able to continue as an operating company.

Critical Accounting Estimates

The condensed consolidated financial statements and the accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, and expenses. Cool Technologies continually evaluates the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to the results of operations and financial position are discussed in the Annual Report on Form 10-K for the year ended December 31, 2021 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

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

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

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, as of ~~June~~September 30, 2022, Cool Technologies conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, the disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that its disclosure controls are not effectively designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Cool Technologies internal controls are not effective for the following reasons, (1) there are no entity level controls, because of the limited time and abilities of the Company’s three officers, (2) there is no separate audit committee, and (3) CoolTech has not implemented adequate system and manual controls. As a result, the Company’s internal controls have inherent weaknesses, which may increase the risks of errors in financial reporting under current operations and accordingly are not effective as evaluated against the criteria set forth in the Internal Control – Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission (1992 version). Based on the evaluation, management concluded that the Company’s internal controls over financial reporting were not effective as of ~~June~~September 30, 2022.

Even though there are inherent weaknesses, management has taken steps to minimize the risk. The Company uses a third-party consultant to review transactions for appropriate technical accounting, reconcile accounts, review significant transactions and prepare financial statements. Any deviation or errors are reported to management.

Cool Technologies can provide no assurance that its internal controls over financial reporting will be compliant in the near future. As revenues permit, the Company will enhance its internal controls through additional software and other means. If and when it becomes a listed company under SEC rules, the Company will create an audit committee comprised of independent directors.

Changes in Internal Control over Financial Reporting

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

3340 Table of ~~contents~~Contents

Part II. Other Information

Item 1. Legal Proceedings

Securities and Exchange Commission Settlement

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 still owes the SEC $50,000.

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 also named Cool Technologies as a 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. In July, the parties entered into a settlement agreement~~, and it is anticipated the litigation will be dismissed in late September or early October 2022~~.

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 parties have entered into a settlement agreement in conjunction with the Pinellas County litigation~~, and it is anticipated the arbitration will be dismissed in late September or early October 2022~~.

~~From~~As ~~time~~per tothe ~~time~~settlement agreement, ~~the~~Cool ~~Company~~Technologies ~~may~~must bepay aDennis ~~party~~Campbell toand ~~other~~PGC ~~legal~~Investments ~~proceedings.~~$25,000 ~~Management~~within ~~currently~~5 ~~believes~~business ~~that~~days of the ~~ultimate~~effective ~~resolution~~date of(July ~~these~~7, ~~other matters~~2022), ifanother ~~any~~$25,000 ~~and~~on ~~after~~or ~~consideration~~before ofSeptember ~~amounts~~30, ~~escrowed~~2022, ~~will~~and ~~not~~50,000 ~~have~~unregistered ashares ~~material~~of ~~adverse~~the ~~effect~~Company’s oncommon ~~our~~stock ~~consolidated~~on ~~results~~or ofbefore ~~operations,~~September ~~financial position~~30, ~~or cash flow~~2022.

~~Item~~Within ~~1A.~~two ~~Risk~~days ~~Factors~~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.

AsCool aTechnologies ~~smaller~~paid ~~reporting~~the ~~company~~initial $25,000 ~~Cool~~on ~~Tech~~July is13, ~~not~~2022 ~~required~~and tothe ~~provide~~second ~~the~~$25,000 ~~information~~on ~~required~~September by28, ~~this~~2022. ~~Item~~50,000 restricted shares were issued to Dennis Campbell on September 28, 2022.

34On ~~Table~~October 21st, PGC Investments, LLC and Dennis Campbell filed a Notice of ~~contents~~Voluntary Dismissal with Prejudice in the Circuit Court of the Sixth Judicial Circuit for Pinellas County. On the same date, PGC Investments also filed a Notice of Voluntary Dismissal with Prejudice with the American Arbitration Association.

~~Item~~41 2.Table ~~Unregistered Sales~~ of ~~Equity Securities and Use of Proceeds~~Contents

OnBecause ~~April~~the 18Arbitration’s final hearing was scheduled for September 22-23, 2022, the ~~Company~~dismissal ~~issued~~was ~~3,798,319~~filed ~~shares~~after ofthe ~~common~~final payment and stock toissuance ~~Power~~were Upmade. ~~Lending~~This ~~Group,~~was ~~Ltd~~in keeping with the Settlement Agreement which was conditioned upon ~~conversion~~PGC obtaining the arbitrator’s approval of ~~$41,000~~the onterms ~~principal~~and conditions of ~~$111,000~~the settlement.

OnFrom ~~May~~time ~~31,~~to ~~2022~~time, the Company ~~issued~~may ~~1,652,893~~be ~~shares~~a ofparty ~~common~~to ~~stock~~other tolegal ~~Power~~proceedings. UpManagement ~~Lending~~currently ~~Group~~believes that the ultimate resolution of these other matters, ~~Ltd~~if ~~upon~~any, ~~conversion~~and after consideration of ~~$20~~amounts escrowed,~~000~~ will not have a material adverse effect on ~~principal~~our consolidated results of ~~$66~~operations,~~750~~ financial position, or cash flow.

OnItem ~~June~~1A. 6,Risk ~~2022, the Company issued 2,252,252 shares of common stock to Power Up Lending Group, Ltd upon conversion of $25,000 on principal of $66,750.~~Factors

OnAs ~~June~~a ~~15,~~smaller ~~2022,~~reporting ~~the Company issued 2~~company,~~333,654~~ ~~shares~~Cool ofTech ~~common~~is ~~stock~~not required to ~~Power~~provide Upthe ~~Lending~~information ~~Group,~~required ~~Ltd~~by ~~upon~~this ~~final conversion of $21,750 on principal of $66,750~~Item.

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

~~None~~The ofsecurities ~~the~~ above ~~issuances~~were ~~involved~~offered ~~any underwriters, underwriting discounts or commissions, or any public offering~~ and wesold ~~believe~~pursuant weto ~~are~~an ~~exempt~~exemption from the registration requirements under Section 4(a)(2) of the Securities Act ofsince, ~~1933~~among byother ~~virtue~~things, ofthe ~~Section~~transactions ~~4(2)~~did ~~thereof~~not ~~and/or~~involve ~~Regulation~~a Dpublic ~~promulgated thereunder~~offering.

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

Item 3. Defaults Upon Senior Securities

On March 19, 2020, the Company defaulted on a note payable. A $250,000 note was purchased on March 18, 2019. In return, the Company promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

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

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On May 26, 2020, the Company defaulted on a Promissory Note Agreement. A $250,000 note was purchased on October 26, 2018 by an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. On October 26, 2019, the investor signed an amendment to the agreement extending the maturity date for seven months. 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. The investor subsequently converted all amounts outstanding in a series of three conversions on January 20 and 22, and February 3, 2021.

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On July 20, 2020, the Company defaulted on a note payable. 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. 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 for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

On July 30, 2020, the Company defaulted on a note payable. 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 of the filing date, the Company has not received a notice of default.

On August 4, 2020, the Company defaulted on a note payable. On July 3, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 after an original issue discount of $8,500 in lieu of interest. The total amount of $93,500 was due on August 3, 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 18% per annum until paid in full.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Currently, the Company has/owns most of the parts needed to build 4 or 5 generator systems and one water unit. A second water unit, that has already been paid for, has not yet been shipped.

Over the past two years, the Company has achieved price reductions by comparing vendor quotes and by negotiating with a select few. Inflation will eliminate the quoted reductions. A 10% overall increase in the price of components will likely occur when the Company makes its next round of purchases. By working with fewer suppliers, using volume discounts and providing payment with orders, the Company believes it can hold prices within the expected 10% increase. That will ultimately depend on whether the Federal Reserve successfully manages to control inflation.

Other than acting as one of the catalysts for inflation, the Russo-Ukrainian War should have no impact on the Company. If the geo-political tensions spread beyond the region, it could impact some of the Company’s customers who have existing purchase orders.

A more immediate concern appears to be easing a bit. Our primary supply chain issue involves the shortage of semiconductor chips needed for vehicle manufacturing. According to CNBC, Ford reported that part shortages had prevented 40 to 45,000 vehicles, primarily trucks and SUVs, from reaching dealers (https://tinyurl.com/43ky9tny). J.P. Morgan Research predicts that more chips will become available in the second half of 2022, however, the chips available may not be the right type to satisfy all demand (https://tinyurl.com/yc9kmbpp). McKinsey & Company research indicates that the auto industry’s reliance on 90 nanometer chips will keep supply and demand out of balance for some time (https://tinyurl.com/mvt4z4cf ).

We rely extensively on computer systems to manage our business. This includes valuable trade secrets and intellectual property, corporate strategic plans, marketing plans, supplier and customer information, and personally identifiable information, such as employee information. Processing and maintaining this data in a secure manner is critical to our business operations and strategy.

Information technology security threats -- from user error to cybersecurity attacks designed to gain unauthorized access to our individual computers, systems and data -- are increasing in frequency and sophistication. Most of our business is conducted in a virtual environment which increases the types and range of vulnerabilities that need to be protected as well as introduces new risks to the confidentiality, integrity and availability of critical company data and supporting systems. Moreover, the planned incorporation of vehicle telematics into our products could also increase our exposure to potential costs, expenses and reputational harm in the event of cyberattacks impacting these products or services.

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According to Verizon’s 2022 Data Breach Investigations Report, 61% of small businesses experienced a cyberattack in 2021 (https://tinyurl.com/2p98udvt). The 2022 IBM Cost of Breach report calculates that the average global cost of a data breach is $4.35 million. For the United States exclusively, the average total cost of a data breach of $9.44 million.

Due to the interest in secrecy by many of the victims, the costs of some cyberattacks, such as ransomware in which data is encrypted, are difficult to determine. According to Palo Alto Networks' Unit 42, a team of researchers and security consultants, reported that in the first five months of 2022, the average ransomware payment increased to $925,162 (https://tinyurl.com/4spa6tx8). That’s before additional costs incurred by victims including remediation expenses, downtime, reputational harm and other damages.

As a small company, Cool Technologies does not have an in-house network nor a staff of IT specialists to address its cybersecurity needs. We rely on third-party providers to create a layered cyber deterrence plan to avoid or mitigate the occurrence and impact of cyber-attacks.

The occurrence of an uncontrollable event such as the COVID19 pandemic negatively affected our operations. The pandemic resulted in social distancing, travel bans and quarantines. This limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, impacted our operations and financial condition.

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 more contagious variant is possible. In such a case, it may impact demand for our products and may again hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities and Exchange Commission.

36Real ~~Table~~GDP growth, inflation, employment levels, oil prices, interest rates, tax rates, availability of ~~contents~~customer financing, foreign currency exchange rate fluctuations, and other macroeconomic trends can adversely affect demand for the products that we offer. Geopolitical issues around the world and how our markets are positioned can also impact macroeconomic conditions and could have a material adverse impact on our financial results.

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Item 6. Exhibits

4.54*		$35,000 Convertible Promissory Note and Stock Purchase Agreement dated May 25, 2022 issued to 1800 Diagonal Lending, LLC
4.57*		$45,600 Convertible Promissory Note and Stock Purchase Agreement dated August 18, 2022 issued to 1800 Diagonal Lending, LLC
4.55*		$176,471 10% Promissory Note and Stock Purchase Agreement dated June 9, 2022 issued to Coventry Enterprises, LLC
4.58*		$66,750 Convertible Promissory Note and Stock Purchase Agreement dated September 21, 2022 issued to 1800 Diagonal Lending, LLC
4.56*		$56,200 Convertible Promissory Note and Stock Purchase Agreement dated July 22, 2022 issued to 1800 Diagonal Lending, LLC
4.59*		$45,600 Convertible Promissory Note and Stock Purchase Agreement dated October 24, 2022 issued to 1800 Diagonal Lending, 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).

*Filed Herewith

3745 Table of ~~contents~~Contents

SIGNATURES

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

	Cool Technologies, Inc.
Dated: August 19, 2022	By:	/s/ Timothy Hassett
Dated: November 21, 2022	By:	/s/ Timothy Hassett
		Timothy Hassett
		Chief Executive Officer(Principal Executive Officer)
Dated: August 19, 2022	By:	/s/ Quentin Ponder
Dated: November 21, 2022	By:	/s/ Quentin Ponder
		Quentin Ponder
		Chief Financial Officer(Principal Financial and Accounting Officer)

3846

Filing Compare · COOL TECHNOLOGIES, INC.