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 ~~March~~June 3130, 2023

☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

As of ~~May~~August 1715, 2023, there were ~~757~~837,~~099~~372,~~259~~212 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	2220
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3734
Item 4.	Controls and Procedures	3734
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	3835
Item 1A.	Risk Factors	3835
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3936
Item 3.	Defaults Upon Senior Securities	3936
Item 4.	Mine Safety Disclosures	3936
Item 5.	Other information	3936
Item 6.	Exhibits	4037

Table of 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.

Table of Contents

PART I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

	March 31,2023			December 31,2022
	June 30,2023			December 31,2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	142		$	142
Inventory		~~385~~256,~~352~~197			385,352
Prepaid expenses and other assets		344,250			344,250
Total current assets		~~729~~600,~~744~~589			729,744
Intangibles		~~296~~298,~~438~~019			295,874
Equipment, net		127,~~540~~576			17,504
Total assets	$	1906,~~038,722~~184		$	1,043,122
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,~~764~~862,~~681~~974		$	1,673,773
Accrued interest payable		1,~~519~~599,~~275~~623			1,440,440
Accrued liabilities – related party		1,~~015~~106,~~595~~089			902,095
Accrued payroll taxes		~~311~~318,~~216~~139			304,487
Customer deposits – related party		400,000			400,000
Debt, current portion, net of debt discount		3,~~588~~526,~~392~~328			3,644,627
Derivative liability		5425,~~302~~797			156,954
Total current liabilities		8,~~653~~838,~~461~~950			8,522,376
Debt, long-term portion		58,~~032~~814			9,075
Total liabilities		8,~~658~~847,~~493~~764			8,531,451
Commitments and contingencies (Note 5)
Stockholders’ equity (deficit):
Stockholders’ 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; 715,318,585 and 683,450,744 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		715,319			683,451
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 784,164,540 and 683,450,744 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		784,165			683,451
Additional paid-in capital		53,~~158~~290,~~152~~021			52,935,453
Common stock issuable		58,670			58,670
Common stock held in escrow		8,441			8,441
Accumulated deficit		(6162,~~506~~028,~~468~~744	)		(61,120,707	)
Non-controlling interest		(56,~~612~~860	)		(56,364	)
Total stockholders’ deficit		(7,~~619~~941,~~771~~580	)		(7,488,329	)
Total liabilities and stockholders’ deficit	$	1906,~~038,722~~184		$	1,043,122

See accompanying notes to condensed consolidated unaudited financial statements.

Table of Contents

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months endedMarch 31,
	Three months endedJune 30						Six months endedJune 30
	2023			2022			2023			2022
Revenues	$	-		$	-		$	-		$	-
Cost of revenues		-			-			-			-
Gross profit		-			-			-			-
Operating expenses
Professional fees		27,384			93,217
Consulting		80,000			155,894			186,000			236,894
Payroll and related expenses		8897,~~846~~424			8988,~~497~~862			186,270			178,359
Consulting		106,000			81,000
Professional fees		90,561			38,660			117,945			131,877
General and administrative		935,~~480~~351			2532,~~796~~252			44,831			58,048
Research and development		4,964			4,~~964~~963			9,928			9,927
Total operating expenses		~~236~~308,~~674~~300			~~294~~320,~~474~~631			544,974			615,105
Operating loss		(~~236~~308,~~674~~300	)		(~~294~~320,~~474~~631	)		(544,974	)		(615,105	)
Other income (expense):
Interest expense		(196,412	)		(245,664	)
Interest expense, net		(167,674	)		(141,638	)		(364,086	)		(387,302	)
Change in fair value of derivative liability		47(35,~~077~~066	)		(36115,~~417~~167	)		12,011			(151,584	)
Net loss		(386,009	)		(576,555	)
Loss on sale of inventory		(11,484	)		-			(11,484	)		-
Less: Noncontrolling interest in net loss		(248	)		(168	)
Loss on settlement of debt		-			(14,495	)		-			(14,495	)
Net loss to stockholders	$	(385,761	)	$	(576,387	)
Net loss		(522,524	)		(591,931	)		(908,533	)		(1,168,486	)
Net loss per common share:
Less: Noncontrolling interest in net loss		744			1,221			496			1,053
Basic and diluted	$	(0.00	)	$	(0.00	)
Net loss to shareholders	$	(521,780	)	$	(590,710	)	$	(908,037	)	$	(1,167,433	)
Weighted average common shares outstanding:
Net loss per common share:
Basic and diluted	$	~~695,938,773~~(0.00	)	$	~~579,627,649~~(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		755,176,551			604,983,206			726,048,583			597,868,889

See accompanying notes to condensed consolidated unaudited financial statements

Table of Contents

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

	Preferred Stock				Common Stock				~~AdditionalPaid~~Additional Paid-in		~~CommonStock~~Common Stock		Common StockHeld in		Accumulated			Non-Controlling
	Shares		Amount		Shares		Amount		Capital		Issuable		Escrow		Deficit			Interest			Total
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	)
March 31, 2022		2,727,273	$	2,727		600,011,840	$	600,012	$	51,902,978	$	58,670	$	8,441	$	(59,853,471)		$	(56,364)		$	(7,337,007)
Debt converted		-		-		1210,~~124~~037,~~648~~118		1210,~~125~~037		~~329~~244,~~444~~938		-		-		-			-			~~341~~254,~~569~~975
Net loss		-		-		-		-		-		-		-		(576,555	)		-			(576,555	)
Stock issued for debt		-		-		1,500,000		1,500		23,550		-		-		-			-			25,050
Noncontrolling interest		-		-		-		-		-		-		-		(168	)		168			-
Warrants issued for services		-		-		-		-		-		-		-		-			-			-
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		-		-		-		-		-		-		-		(591,931	)		-			(591,931	)
December 31, 2022		2,727,273	$	2,727		683,450,744	$	683,451	$	52,935,453	$	58,670	$	8,441	$	(61,120,707	)	$	(56,364	)	$	(7,488,329	)
Noncontrolling interest		-		-		-		-		-		-		-		1,221			(1,221	)		-
Debt converted		-		-		31,867,841		31,868		222,699		-		-		-			-			254,567
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)
Net loss		-		-		-		-		-		-		-		(386,009	)		-			(386,009	)
March 31, 2023		2,727,273	$	2,727		715,318,585	$	715,319	$	53,158,152	$	58,670	$	8,441	$	(61,506,468)		$	(56,612)		$	(7,619,771)
Debt converted		-		-		68,845,955		68,846		131,869		-		-		-			-			200,715
Net loss		-		-		-		-		-		-		-		(522,524	)		-			(522,524	)
Noncontrolling interest		-		-		-		-		-		-		-		248			(248	)		-
March 31, 2023		2,727,273	$	2,727		715,318,585	$	715,319	$	53,158,152	$	58,670	$	8,441	$	(61,506,468	)	$	(56,612	)	$	(7,619,771	)
June 30, 2023		2,727,273	$	2,727		784,164,540	$	784,165	$	53,290,021	$	58,670	$	8,441	$	(62,028,744)		$	(56,860)		$	(7,941,580)
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		-		-		1,500,000		-		-		-		-		-			-			-
Debt converted		-		-		22,161,766		23,662		597,932		-		-		-			-			621,594
Net loss		-		-		-		-		-		-		-		(1,168,486	)		-			(1,168,486	)
Noncontrolling interest		-		-		-		-		-		-		-		1,053			(1,053	)		-
June 30, 2022		2,727,273	$	2,727		611,548,958	$	611,549	$	52,171,466	$	58,670	$	8,441	$	(60,444,181)		$	(57,585)		$	(7,648,913)
December 31, 2022		2,727,273	$	2,727		683,450,744	$	683,451	$	52,935,453	$	58,670	$	8,441	$	(61,120,707)		$	(56,364)		$	(7,488,329)
Debt converted		-		-		100,713,796		100,714		354,568		-		-		-			-			455,282
Net loss		-		-		-		-		-		-		-		(908,533	)		-			(908,533	)
Noncontrolling interest		-		-		-		-		-		-		-		496			(496	)		-
June 30, 2023		2,727,273	$	2,727		784,164,540	$	784,165	$	53,290,021	$	58,670	$	8,441	$	(62,028,744)		$	(56,860)		$	(7,941,580)

See accompanying notes to condensed consolidated unaudited financial statements

Table of Contents

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three months endedMarch 31,
	Six months endedJune 30,
	2023			2022
Operating Activities:
Net loss	$	(~~386~~908,~~009~~533	)	$	(~~576~~1,~~555~~168,486	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		(47,077	)		36,417
Loss on Settlement		-			14,495
Amortization of debt discount		104,273			182,700
Change in fair value of derivative liability		(12,011	)		151,584
Depreciation expense		4,964			4,964
Amortization of debt discount		180,416			229,297
Depreciation expense		9,928			9,927
Changes in operating assets and liabilities:
Inventory		-129,155			(4212,508	)
Accounts payable		91189,~~198~~201			74117,~~430~~145
Accrued liabilities – related party		113,500			78,250
Accrued interest payable		167,749			155,667
Accrued interest payable		82,907			61,833
Accrued liabilities – related party		203,994			51,061
Accrued payroll taxes		613,~~729~~652			1232,~~467~~206
Net cash from operating activities		(2926,~~515~~449	)		(~~168~~419,~~002~~612	)
Investing Activities:
Intangible assets		(~~585~~2,145	)		(25,~~073~~392	)
Net cash from investing activities		(~~585~~2,145	)		(25,~~073~~392	)
Financing Activities:
Proceeds from debt		~~112~~172,~~730~~175			~~163~~398,000
Payments on debt		(82143,~~630~~581	)		(411,~~180~~087	)
Net cash from financing activities		3028,~~100~~594			~~158~~386,~~820~~913
Net (decrease) increase in cash		-			(3458,~~255~~091	)
Cash, beginning of period		142			72,391
Cash, end of period	$	142		$	3814,~~136~~300
Cash paid for:
Interest	$	1324,~~304~~487		$	613,~~251~~998
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Debt and interest settled for common stock	$	~~254~~308,~~567~~685		$	~~341~~596,~~569~~544
Derivative liability offset by debt discount		14,455			120,317
Stock and warrants issued with debt	$	-		$	25,050
Derivative liability offset by debt discount	$	14,455		$	159,259

See accompanying notes to condensed consolidated unaudited financial statements.

Table of 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 its 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, Z3 Enterprises, and 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 ~~March~~June 3130, 2023, the Company has 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 ~~March~~June 3130, 2023, 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.

Table of 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, 2022.

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 $6162,~~506~~028,~~468~~744 since inception and has not commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due and raising additional capital. There cannot be any assurance that the Company will ever generate revenue or even if it does generate revenue that it will achieve profitable operations. Furthermore, no assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

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

The 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.

9Note ~~Table~~3 of– ~~Contents~~Debt

~~Note~~Debt 3consists –of ~~Debt~~the following:

Debt consists of the following:

	June 30, 2023			December 31, 2022
Notes payable	$	1,359,000		$	1,362,050
Notes payable in default		1,078,500			1,078,500
Convertible notes payable		949,357			1,232,872
Vehicle financing		17,627			25,158
Advances from related parties		70,906			56,462
Note payable – UPT minority owner		100,000			100,000
		3,575,390			3,855,042
Debt discount		(40,248	)		(201,340	)
		3,535,142			3,653,702
Less: current portion		3,526,328			3,644,627
Long-term portion	$	8,814		$	9,075

	March 31,2023			December 31,2022
Notes payable	$	1,374,420		$	1,362,050
Notes payable in default		1,078,500			1,078,500
Convertible notes payable		1,082,107			1,232,872
Vehicle financing		25,158			25,158
Advances from related parties		49,462			56,462
Note payable – UPT minority owner		100,000			100,000
		3,709,647			3,855,042
Debt discount		(116,223	)		(201,340	)
		3,593,424			3,653,702
Less: current portion		3,588,392			3,644,627
Long-term portion	$	5,032		$	9,075

Table of Contents

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.

10On ~~Table~~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 ~~Contents~~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.

OnFrom September 117 - 17, 2018, the Company entered into Promissory Note Agreements with anthree accredited ~~investor~~investors. CoolTech received $~~250~~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 itCoolTech issued cashless warrants to purchase 21,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

~~From~~On September ~~7 - 17~~25, 2018, the Company entered into Promissory Note Agreements with ~~three~~an accredited ~~investors~~investor. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

On ~~September~~October 252, 2018, the Company entered into a Promissory Note ~~Agreements~~Agreement with an accredited investor. ~~CoolTech~~It received $~~125~~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 ~~CoolTech~~Cool Technologies issued cashless warrants to purchase 12,000,000 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.

On10 ~~October~~Table ~~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. Contents

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.

11On ~~Table~~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 ~~Contents~~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 ~~March~~January 1931, ~~2019~~2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $~~250~~36,000 in financing and promised to pay the principal amount together with simple interest of 153% per annum onbased orupon ~~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~~insurance-related ~~from~~ debt and/or surety bond financing. Inon ~~exchange,~~or before the ~~Company~~one-year ~~granted~~anniversary. aFurthermore, ~~security interest in all of~~ the Company’s ~~intellectual property and CoolTech~~ issued cashless warrants to purchase 24,000,000 shares of common stock at an exercise price of $0.05005. 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~~June 3129, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $3685,000 in financing and promised to pay the principal amount together with ~~simple~~ interest of 3%$10,000 ~~per~~by ~~annum~~July ~~based~~29, ~~upon~~2020. ~~receipt~~As ofadditional ~~insurance-related debt and/or surety bond financing on or before the one-year anniversary. Furthermore~~compensation, the ~~Company~~investor ~~issued~~received cashless warrants to purchase 41,000,000 shares of common stock at an exercise price of $0.~~005~~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 ~~June~~July 293, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 inafter ~~financing~~an ~~and~~original ~~promised~~issue todiscount ~~pay the principal amount together with interest~~ of $108,~~000~~500 byin ~~July~~lieu ~~29,~~of ~~2020~~interest. AsThe ~~additional~~total ~~compensation,~~amount ~~the investor received cashless warrants to purchase 1,000,000 shares~~ of ~~common stock at an exercise price of~~ $~~0.05.~~93,500 ~~The~~was ~~warrants~~due ~~expire~~on ~~after~~August ~~five~~3, ~~years~~2020. In the event of a default, the ~~investor~~outstanding ~~may,~~balance ~~upon~~will ~~written~~accrue ~~notice~~interest toof ~~the~~either ~~Company,~~18% ~~declare~~or ~~all~~the ~~unpaid~~maximum ~~principal~~rate ~~and~~permitted ~~interest~~by ~~immediately~~law ~~due~~until ~~and~~the ~~payable~~default is remedied. As of the filing date, the Company has not received a notice of default.

On11 ~~July~~Table ~~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.Contents

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. On May 6, 2023, the Company paid the last of seven installments and the note was retired.

On ~~June~~January 911, ~~2022~~2023, the Company ~~entered~~signed ~~into~~ a promissory note agreement with an accredited investor. Itfor ~~issued 1,500,000 commitment shares of restricted common stock and received~~ $~~150~~30,000 ~~after an original issue discount of $26,471~~. The ~~total~~note ~~amount~~bears ~~due~~an ~~encompasses~~interest ~~principal~~rate of ~~$176,471 plus guaranteed interest at 10~~0% ~~per annum for 12 months. Payments on principal~~ and ~~guaranteed~~shall ~~interest~~be ~~begin on November 9, 2022 for seven equal installments of $27,731 until~~ paid in full noby ~~later~~July ~~than~~10, ~~June~~2023. On July 9, 2023, the ~~maturity~~investor ~~date.~~amended Athe ~~portion~~agreement, orextending ~~all of~~ the ~~principal~~maturity ~~amount~~date ~~and~~through ~~guaranteed~~August ~~interest~~31, ~~may be pre-paid at any time without penalty or premium~~2023. In the event of a default, the ~~interest~~outstanding ~~rate~~balance ~~will~~shall ~~increase~~bear toan interest rate of 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. As of March 31, 2023, the Company has paid five installments which total $138,656 and the outstanding balance is $50,420.

~~January Promissory Note --~~ On ~~January~~February 1115, 2023, the Company signed a promissory note agreement with an accredited investor. ~~for~~It received $3028,000. The note bears an interest rate of 0% and shall be paid in full by ~~July~~August 1014, 2023. On July 26, 2023, the investor amended the agreement, extending the maturity date through August 31, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law.

~~February Promissory Note --~~ On ~~February~~March 156, 2023, the Company signed a promissory note agreement with an accredited investor. It received $2830,000. The note bears an interest rate of 0% and shall be paid in full by ~~August~~September 142, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law.

~~March Promissory Note --~~ On ~~March~~May 615, 2023, the Company signed a promissory note agreement with an accredited investor. It received $3035,000. The note bears an interest rate of 0% and shall be paid in full by ~~September~~November 211, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law.

12Convertible ~~Table~~notes ~~of Contents~~payable

February Convertible ~~notes~~Note ~~payable~~-- 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. Beginning November 22, 2021, the investor has amended the agreement, extending the maturity date through August 31, 2023. As of June 30, 2023, the remaining balance totaled $169,950.

~~February~~March Convertible Note -- On ~~February~~March 2524, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued 2two sets of commitment shares: a block of 500,000 and a block of 2,500,000 ~~inducement~~ shares of restricted common stock ~~and~~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 $~~150~~250,000 after an original issue discount of $1525,000 in lieu of interest. The total amount of $~~165~~275,000 plus 38% interest or $422,~~950~~000 will be due on ~~November~~December 2524, 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.~~025~~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 $~~100~~1,000 will accrue until the default is remedied. Beginning November 22, 2021, the investor has amended the agreement, extending the maturity date through ~~June~~August 1531, 2023. As of ~~March~~June 3130, 2023, the remaining balance totaled $~~169~~297,~~950~~000.

~~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. Beginning November 22, 2021, the investor has amended the agreement, extending the maturity date through June 15, 2023. As of March 31, 2023, 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 $750,000 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. Beginning December 21, 2021, the investor has amended the agreement, extending the maturity date through August 31, 2023. On August 22, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $121,410. On October 27, 2022, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $59,640. On December 5, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $68,373. On December 28, 2022, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $71,355. On March 8, 2023, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $43,665. On May 5, 2023, the Company issued 10,000,000 shares of common stock to LGH Investments LLC upon conversion of $21,300. As of June 30, 2023, the remaining balance totaled $505,257.

~~March~~July Convertible Note -- On ~~March~~July 2422, ~~2021~~2022, the Company ~~entered~~signed ~~into~~ a ~~convertible~~promissory note agreement with an accredited investor. It ~~issued~~received ~~two~~$30,000 ~~sets~~after ofan ~~commitment~~original ~~shares:~~issue adiscount ~~block~~ of ~~500~~$3,~~000~~200 and areimbursement ~~block~~ of 2$3,~~500,~~000 ~~shares of restricted common stock as well as warrants~~ to ~~purchase~~cover ~~1,000,000 shares of common stock at an exercise price of $0.10 per share. In return,~~ the ~~Company~~investor’s ~~received~~legal ~~$750,000 after an original issue discount of $75,000 in lieu of interest~~fees. The total amount of $~~825~~56,~~000~~200 ~~plus 8% interest or $66,000~~ will be due on ~~December~~July 2422, ~~2021~~2023. 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~~29% ~~price~~discount ofto ~~$0.055 per share. If~~ the ~~note~~lowest isVWAP ~~repaid~~during by the ~~maturity~~10 ~~date,~~trading ~~the~~days ~~investor~~preceding ~~will forfeit~~ the ~~block~~conversion ~~of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury~~date. In the event of default, the outstanding balance will increase by 2550% and athe ~~daily~~interest ~~penalty~~rate ofwill ~~$1,000~~increase ~~will~~to ~~accrue~~22% until the default is remedied. ~~Beginning~~On ~~December~~January 2127, ~~2021, the investor has amended the agreement, extending the maturity date through June 15,~~ 2023~~. On August 22~~, ~~2022,~~ the Company issued 102,~~000~~352,~~000~~941 shares of common stock to ~~LGH~~1800 ~~Investments,~~Diagonal Lending LLC upon conversion of $~~121~~20,~~410. On October 27, 2022, the Company issued 7,500,~~000 ~~shares~~on ofprincipal ~~common stock to LGH Investments, LLC upon conversion~~ of $5956,~~640~~200. On ~~December~~February 53, ~~2022~~2023, the Company issued 102,~~000~~531,~~000~~646 shares of common stock to ~~LGH~~1800 ~~Investments,~~Diagonal Lending LLC upon conversion of $6820,~~373. On December 28, 2022, the Company issued 7,500,~~000 ~~shares~~on ofprincipal ~~common stock to LGH Investments, LLC upon conversion~~ of $7156,~~355~~200. On ~~March~~February 814, 2023, the Company issued 72,~~500~~673,~~000~~623 shares of common stock to ~~LGH~~1800 ~~Investments,~~Diagonal Lending LLC upon final conversion of $4318,~~665.~~448 Ason principal of ~~March 31~~$56,200 ~~2023,~~and ~~the~~accrued ~~remaining~~interest ~~balance~~of ~~totaled~~ $~~526~~2,~~557~~248. The note was then retired.

August Convertible Note –-- On August 1618, ~~2021~~2022, the Company signed a promissory note agreement with an accredited investor. It received $~~125~~40,000 after an original issue discount of $72,~~000~~600 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $~~135~~45,~~000~~600 will be due on August 1618, ~~2022~~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 February 24, ~~2022~~2023, the Company issued 23,~~500~~225,~~000~~806 shares of common stock to ~~Power~~1800 UpDiagonal Lending ~~Group,~~LLC ~~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~~on a principal ~~balance remaining~~ of $3045,~~000~~600. On March 42, ~~2022~~2023, the Company issued 14,~~208~~570,~~791~~667 shares of common stock to ~~Power~~1800 UpDiagonal Lending ~~Group,~~LLC ~~Ltd~~ upon final conversion of $2227,~~000,~~424 ~~leaving~~on a principal ~~balance remaining~~ of $845,~~000. On~~600 ~~March~~and 7,accrued ~~2022,~~interest ~~the Company issued 790,361 shares~~ of ~~common stock to Power Up Lending Group, Ltd. upon final conversion of~~ $81,~~000 in principal and $5,120 in accrued interest~~824. The note was then retired.

13September ~~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. On March 28, 2023, the Company issued 3,750,000 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $15,000, leaving a principal balance remaining of $51,750. On March 30, 2023, the Company issued 5,263,158 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $31,750. On April 20, 2023, the Company issued 5,000,000 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $15,000, leaving a principal balance remaining of $30,600. On April 24, 2023, the Company issued 6,696,552 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $16,750 in principal and $2,670 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, 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. Contents

October Convertible Note -- On October 24, 2022, the Company signed a promissory note agreement with an accredited investor. It received $40,600 after an original issue discount of $2,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $45,600 will be due on October 24, 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 May 1, 2023, the Company issued 5,555,556 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $15,000, leaving a principal balance remaining of $30,600. On May 5, 2023, the Company issued 15,440,000 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $30,600 in principal and $1,824 in accrued interest. The note was then retired.

~~November~~October Convertible Note -- On ~~November~~October 2231, ~~2021~~2022, the Company signed a promissory note agreement with an accredited investor. It received $6020,000 after an original issue discount of $32,~~750~~000. ~~and~~The ~~reimbursement~~total amount of $322,000 towill ~~cover~~be ~~the~~due ~~investor’s~~on ~~legal~~July ~~fees~~31, 2023. ~~The~~On ~~total~~July ~~amount~~24, of2023, ~~$66~~the investor amended the agreement,~~750~~ ~~will~~extending bethe ~~due~~maturity ondate ~~November~~through 22August 31, ~~2022~~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 5025% and ~~the~~a ~~interest~~daily ~~rate~~penalty ~~will~~of ~~increase~~$100 towill ~~22%~~accrue until the default is remedied. OnAs ~~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 630, ~~2022~~2023, the ~~Company~~remaining ~~issued 2,252,252 shares of common stock to Power Up Lending Group, Ltd upon conversion of $25,000, leaving a principal~~ balance ~~remaining~~totaled of $2123,~~750~~600. On June 15, 2022, the Company issued 2,233,654 shares of common stock to Power Up Lending Group, Ltd upon final conversion of $21,750 in principal and $2,520 in accrued interest. The note was then retired.

December Convertible Note -- On December 208, ~~2021~~2022, the Company ~~entered~~signed ~~into~~ a ~~convertible~~promissory note agreement with an accredited investor. It received $3345,000 after an original issue discount of $2,900 and reimbursement of $3,000 into ~~lieu~~cover ofthe ~~interest~~investor’s legal fees. The total amount of $3050,~~000~~900 ~~plus 3% interest or $990~~ will be due on ~~September~~December 208, ~~2022~~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 ~~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. On ~~August~~June 3013, ~~2022~~2023, the ~~investor~~Company ~~signed~~issued an11,538,462 ~~amendment~~shares of common stock to ~~the~~1800 ~~agreement~~Diagonal ~~extending~~Lending ~~the~~LLC ~~maturity~~upon ~~date~~conversion ~~until~~of ~~November~~$15,000, leaving a principal balance remaining of $30, ~~2022~~600. On ~~November~~June 2228, ~~2022~~2023, the Company issued 414,~~787~~615,~~324~~385 shares of common stock to ~~LGH~~1800 ~~Investments~~Diagonal Lending LLC upon ~~final~~ conversion of $3319,000 in principal. ~~and~~As ~~$990~~of inJune ~~accrued~~30, ~~interest.~~2023, ~~The~~the ~~note~~remaining ~~was~~principal ~~then~~balance ~~retired~~totaled $16,900.

~~February~~January Convertible Note -- On ~~February~~January 112, ~~2022~~2023, the Company signed a promissory note agreement with an accredited investor. It received $5025,000 after an original issue discount of $31,~~000~~700 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $5629,~~000~~700 will be due on ~~February~~January 112, ~~2023~~2024. 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. OnAs ~~August 8, 2022, the Company issued 2,752,294 shares~~ of ~~common~~June ~~stock to Sixth Street Lending LLC upon conversion of $~~30,~~000,~~ ~~leaving a principal balance remaining of $26~~2023,~~000.~~ ~~On August 11, 2022,~~ the ~~Company~~remaining ~~issued~~balance ~~2,323,967~~totaled ~~shares of common stock to Sixth Street Lending LLC upon final conversion of~~ $2629,~~000 in principal and $2,120 in accrued interest~~700. ~~The note was then retired.~~

14Test ~~Table~~Vehicle ~~of Contents~~Financing

~~March~~In ~~Convertible~~July ~~Note -- On March 4~~2018, ~~2022,~~CoolTech ~~the~~traded ~~Company~~in ~~signed~~one atest ~~promissory~~vehicle ~~note~~and ~~agreement~~purchased ~~with~~another anbearing ~~accredited investor. It received $55,000 after~~ an original issue discount of $3,500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $61,500 will be due on March 4, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest ~~may~~rate ~~be converted into shares~~ of ~~common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date~~9. ~~In the event of default, the outstanding balance will increase by 50~~92% ~~and~~payable ~~the~~in ~~interest~~monthly ~~rate~~installments ~~will increase to 22% until the default is remedied. On September 8, 2022, the Company issued 2,100,840 shares~~ of ~~common stock to Sixth Street Lending LLC upon conversion of~~ $~~25,000,~~838 ~~leaving~~over a6 ~~principal balance remaining of $36,500~~years. On September 12, 2022, the Company issued 3,273,950 shares of common stock to Sixth Street Lending LLC upon final conversion of $36,500 in principal and $2,460 in accrued interest. The note was then retired.

~~March~~In ~~Convertible~~June ~~Note -- On March 21~~2019, ~~2022,~~ the Company ~~signed~~traded ain ~~promissory~~one ~~note~~test ~~agreement~~vehicle ~~with~~and anpurchased ~~accredited~~another ~~investor.~~with Itfinancing ~~received $55,000 after an original issue discount~~ of ~~$3,500~~approximately ~~and reimbursement of~~ $344,~~000 to cover the investor’s legal fees. The total amount of $61,~~500 ~~will be due on March 21~~, ~~2023.~~bearing ~~After~~an ~~180 days, at the holder’s option, a portion or all of the unpaid principal and~~ interest ~~may~~rate ~~be converted into shares~~ of ~~common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date~~9. ~~In the event of default, the outstanding balance will increase by 50~~92% ~~and~~payable ~~the~~in ~~interest~~monthly ~~rate~~installments ~~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,~~836 ~~leaving~~over a ~~principal~~5-year ~~balance remaining of $41,500~~period. 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. 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 --payable On– ~~April~~UPT ~~25,~~minority 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. On October 31, 2022, the Company issued 2,247,191 shares of common stock to Sixth Street Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $41,500. On November 4, 2022, the Company issued 2,777,778 shares of common stock to Sixth Street Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $20,500. On November 7, 2022, the Company issued 3,308,333 shares of common stock to Sixth Street Lending LLC upon final conversion of $21,500 in principal and $2,320 in accrued interest. The note was then retired. owner

~~May~~A ~~Convertible Note -- On May 23, 2022, the Company signed a~~ promissory note ~~agreement~~is ~~with~~held anby ~~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 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 295% ~~discount~~minority toowner ~~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~~UPT. OnThe ~~November~~terms ~~25, 2022, the Company issued 3,521,127 shares~~ of ~~common stock to Sixth Street Lending LLC upon conversion of $25,000, leaving a principal balance remaining of $10,000. On November 30, 2022,~~ the ~~Company~~note ~~issued~~have ~~1,594,366~~not ~~shares~~been ~~of common stock to Sixth Street Lending LLC upon final conversion of $10,000 in principal and $1,320 in accrued interest~~finalized. ~~The note was then retired.~~

July Convertible 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. On January 27, 2023, the Company issued 2,352,941 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $56,200. On February 3, 2023, the Company issued 2,531,646 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $56,200. On February 14, ~~2023,~~Table ~~the Company issued 2,673,623 shares~~ of ~~common stock to 1800 Diagonal Lending LLC upon final conversion of $18,448 on principal of $56,200 and accrued interest of $2,248. The note was then retired.~~Contents

15Warrants ~~Table~~Issued ofwith ~~Contents~~Debt

~~August~~When ~~Convertible Note -- On August 18, 2022,~~ the Company ~~signed~~issues anotes ~~promissory note agreement with an accredited investor. It received $40~~payable,~~000~~ ~~after~~it anmay ~~original~~also ~~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~~required ~~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~~issue ~~lowest VWAP during the 10 trading days preceding the conversion date~~warrants. 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, 2023, the Company issued 3,225,806 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $45,600. On March 2, 2023, the Company issued 4,570,667 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $27,424 on principal of $45,600 and accrued interest of $1,824. The note was then retired.

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. On March 28, 2023, the Company issued 3,750,000 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $15,000, leaving a principal balance remaining of $51,750. On March 30, 2023, the Company issued 5,263,158 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $31,750. As of March 31, 2023, the remaining balance totaled $31,750.

	Number of Warrants		Weighted- average Exercise Price		Weighted- average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2022		25,400,000	$	0.05		1.3	$	25,600
Granted		--				--		--
Forfeited or expired		--				--		--
Exercised		--		--		--		--
Outstanding, June 30, 2023		25,400,000		0.05		1.1		--
Exercisable, June 30, 2023		25,400,000	$	0.05		1.1	$	--

~~October~~Transactions ~~Convertible Note -- On October 24, 2022, the Company signed a promissory note agreement~~ with anRelated accredited investor. It received $40,600 after an original issue discount of $2,000 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $45,600 will be due on October 24, 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 March 31, 2023, the remaining balance totaled $45,600.Parties

~~October~~The ~~Convertible~~advances ~~Note~~from --related Onparties ~~October~~in ~~31, 2022,~~ the ~~Company~~amounts ~~signed~~of ~~a promissory note agreement with an accredited investor. It received~~ $2070,~~000~~906 ~~after~~and ~~an original issue discount of~~ $256,~~000.~~462 ~~The~~as ~~total amount~~ of ~~$22~~June 30,~~000~~ ~~will~~2023 beand ~~due~~December ~~on July~~ 31, ~~2023. After 180 days~~2022, ~~at the holder’s option~~respectively, aare ~~portion~~held orby ~~all~~two of the ~~unpaid~~Company’s ~~principal~~officers and ~~interest may be converted into shares of common stock at a 29% discount to~~ the ~~lowest~~estate ~~VWAP during the 10 trading days preceding the conversion date. In the event~~ of ~~default, the outstanding balance will increase by 25% and~~ a ~~daily~~former ~~penalty of $100 will accrue until the default is remedied~~officer. AsThey ofrelate ~~March~~to ~~31,~~unreimbursed ~~2023, the remaining balance totaled $23,600~~expenses.

~~December~~The ~~Convertible~~note ~~Note~~payable -- OnUPT ~~December~~minority 8owner, ~~2022,~~in the ~~Company~~amount ~~signed a promissory note agreement with an accredited investor. It received $45,000 after an original issue discount~~ of $2100,~~900 and reimbursement of $3,~~000 ~~to cover the investor’s legal fees. The total amount of $50~~,~~900~~ ~~will~~is beheld ~~due~~by ~~on December 8, 2023. After 180 days, at~~ the ~~holder’s~~5% ~~option,~~minority aowner ~~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~~UPT. InThe ~~the~~terms ~~event~~ of ~~default,~~ the ~~outstanding~~note ~~balance~~have ~~will~~not ~~increase~~been ~~by 50% and the interest rate will increase to 22% until the default is remedied~~finalized. ~~As of March 31, 2023, the remaining balance totaled $50,900.~~

~~January~~Future ~~Convertible~~contractual ~~Note~~maturities ~~-- On January 12, 2023, the Company signed a promissory note agreement with an accredited investor. It received $25,000 after an original issue discount~~ of ~~$1,700~~debt ~~and~~are ~~reimbursement~~as of $3,000 to cover the investor’s legal fees. The total amount of $29,700 will be due on January 12, 2024. 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 March 31, 2023, the remaining balance totaled $29,700.follows:

Test Vehicle Financing

Year ending December 31,

2023	$	3,566,576
2024		8,814
	$	3,575,390

InNote ~~July~~4 ~~2018,~~– ~~CoolTech~~Derivative ~~traded in one test vehicle and purchased another bearing an interest rate of 9.92% payable monthly over 6 years.~~ Liability

InUnder ~~June 2019,~~ the ~~Company~~terms ~~traded~~of inthe ~~one~~December ~~test~~2022 ~~vehicle~~ and ~~purchased~~January ~~another~~2023 ~~with~~Convertible ~~financing of approximately $44~~Notes,~~500,~~ ~~bearing~~the anCompany ~~interest~~identified ~~rate~~derivative ofinstruments ~~9.92%~~arising ~~payable~~from ~~monthly~~embedded ~~over~~conversion ~~a 5-year period~~features.

~~Note~~The ~~payable~~following –summarizes ~~UPT~~the ~~minority~~Black-Scholes ~~owner~~assumptions used to estimate the fair value of the derivative liability at the dates of issuance and the revaluation dates:

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

Volatility	148.4-157.6		%
Risk-free interest rate		5.47	%
Expected life (years)	0.44–0.54
Dividend yield		--

1615 Table of Contents

~~Warrants~~Changes ~~Issued~~in ~~with~~the ~~Debt~~derivative liability were as follows:

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

	Six Months Ended June 30, 2023
	Level 1		Level 2		Level 3			Total
Convertible debt and other derivative liabilities at December 31, 2022	$	-	$	-	$	156,954		$	156,954
Conversions of convertible debt		-		-		(131,449	)		(131,449	)
Issuance of convertible debt and other derivatives		-		-		12,303			12,303
Change in fair value		-		-		(12,011	)		(12,011	)
Convertible debt and other derivative liabilities at June 30, 2023	$	-	$	-	$	25,797		$	25,797

	Number ofWarrants		Weighted-averageExercisePrice		Weighted-averageRemainingLife(Years)			AggregateIntrinsicValue
	Six Months Ended June 30, 2022
Outstanding, December 31, 2022		25,400,000	$	0.05		1.3		$	25,600
	Level 1		Level 2		Level 3			Total
Granted		--				--			--
Convertible debt and other derivative liabilities at December 31, 2021	$	-	$	-	$	175,915		$	175,915
Forfeited or expired		--				--			--
Conversions of convertible debt		-		-		(277,007	)		(277,007	)
Exercised		--		--		--			--
Issuance of convertible debt and other derivatives		-		-		164,582			164,582
Outstanding, March 31, 2023		25,400,000		0.05		1.1			--
Change in fair value		-		-		151,584			151,584
Exercisable, March 31, 2023		25,400,000	$	0.05		1.1		$	--
Convertible debt and other derivative liabilities at June 30, 2022	$	-	$	-	$	215,074		$	215,074

~~Transactions~~Note ~~with~~5 ~~Related~~– ~~Parties~~Commitments and Contingencies

~~The~~Securities ~~advances from related parties in the amounts of $49,462~~ and ~~$56,462~~Exchange asCommission ~~of March 31, 2023 and December 31, 2022, respectively, are held by two of the Company’s officers and the estate of a former officer. They relate to unreimbursed expenses.~~Settlement

~~The~~On ~~note~~September ~~payable~~20, -2018, ~~UPT~~the ~~minority~~Securities ~~owner,~~and inExchange Commission (SEC) approved an offer to settle the ~~amount~~enforcement ofproceedings ~~$100,000,~~against isthe ~~held~~Company bypursuant to Section 21C of the 5%Securities ~~minority~~Exchange ~~owner~~Act of ~~UPT~~1934. ~~The~~These ~~terms~~proceedings arose out of the ~~note~~violation ~~have~~of ~~not~~the ~~been~~Regulation ~~finalized.~~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.

~~Future~~On ~~contractual~~three ~~maturities~~occasions, ofspecifically, ~~debt~~May ~~are~~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 ~~follows:~~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.

Year ending December 31,
2023	$	3,699,584
2024		10,063
2025		-
	$	3,709,647

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 30, 2023 and December 31, 2022, $50,000 is still due, which is included within accounts payable on the condensed consolidated balance sheets.

~~Note~~From 4time –to ~~Derivative~~time, ~~Liability~~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.

~~Under~~16 ~~the~~Table ~~terms~~ of ~~the September 2022, October 2022, December 2022 and January 2023 Convertible Notes, the Company identified derivative instruments arising from embedded conversion features.~~ Contents

~~The~~Note ~~following~~6 ~~summarizes~~– ~~the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the dates of issuance and the revaluation dates:~~Equity

Volatility	115.3-120.3		%
Risk-free interest rate	4.64–4.94		%
Expected life (years)	0.48–0.79
Dividend yield		-

Preferred Stock

17Cool ~~Table~~Technologies has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as of ~~Contents~~June 30, 2023 and December 31, 2022.

~~Changes~~On inAugust 12, 2016, the ~~derivative~~Company ~~liability~~entered ~~were~~into asa ~~follows:~~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.

	Three Months Ended March 31, 2023
	Level 1		Level 2		Level 3			Total
Convertible debt and other derivative liabilities at December 31, 2022	$	-	$	-	$	156,954		$	156,954
Conversions of convertible debt		-		-		(70,030	)		(70,030	)
Issuance of convertible debt and other derivatives		-		-		14,455			14,455
Change in fair value		-		-		(47,077	)		(47,077	)
Convertible debt and other derivative liabilities at March 31, 2023	$	-	$	-	$	54,302		$	54,302

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.

	Three Months Ended March 31, 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		-		-		(131,449	)		(131,449	)
Issuance of convertible debt and other derivatives		-		-		119,317			119,317
Change in fair value		-		-		37,417			37,417
Convertible debt and other derivative liabilities at March 31, 2022	$	-	$	-	$	201,200		$	201,200

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.

~~Note~~The 5preferred –stock ~~Commitments~~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 ~~Contingencies~~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.

~~Securities~~In ~~and~~the ~~Exchange~~event ~~Commission~~of ~~Settlement~~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.

OnThe ~~September~~holder ~~20,~~of ~~2018,~~any ~~the~~shares ~~Securities~~of ~~and~~Class ~~Exchange~~B ~~Commission~~Preferred ~~(SEC)~~Stock ~~approved~~has anthe ~~offer~~right to ~~settle~~convert ~~the~~their ~~enforcement~~shares ~~proceedings~~into ~~against~~common ~~the~~stock ~~Company~~at ~~pursuant~~any totime, ~~Section~~in ~~21C~~a ofconversion ~~the~~ratio ~~Securities~~of ~~Exchange~~one ~~Act~~share of ~~1934.~~common ~~These~~stock ~~proceedings~~for ~~arose~~each ~~out~~share of Class B Preferred. If the ~~violation~~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 ~~Regulation~~Class ~~S-X~~B ~~requirement~~Preferred ~~that~~Stock ~~interim~~will ~~financial~~automatically ~~statements~~be ~~filed~~convertible asinto ~~part~~the common stock of the Company in a ~~Form~~conversion ~~10-Q~~ratio beof ~~reviewed~~one byshare anof ~~independent~~common ~~public~~stock ~~accounting~~for ~~firm~~each ~~prior~~share toof ~~filing~~Class B Preferred.

OnThe ~~three~~holders ~~occasions,~~of ~~specifically,~~Class ~~May~~B ~~20,~~Preferred ~~2013,~~Stock ~~August~~are ~~19, 2013, and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were~~ not ~~reviewed~~entitled byto anreceive ~~independent~~any ~~public~~distributions ~~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~~event of ~~Corporation~~any ~~Finance Financial Reporting Manual Section 4410.3 and in each case~~liquidation, ~~the~~dissolution ~~Company~~or ~~subsequently~~winding ~~filed~~up aof ~~restated and amended Form 10-Q/A that complied with~~ the ~~Interim Review Requirement~~Company. ~~In no instance were the filings ever subjected to audit challenge.~~

~~Pursuant~~The towarrants ~~the~~cannot ~~enforcement~~be ~~proceeding~~exercised ~~instituted~~on ~~by the SEC, the Company settled for~~ a ~~fine~~cashless ~~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~~basis. ~~As of March 31, 2023 and December 31, 2022, $50,000 is still due, which is included within accounts payable on the condensed, consolidated balance sheets.~~

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

~~Cool~~KHIC, ~~Technologies’~~Inc., ~~subsidiary~~a ~~Ultimate~~related ~~Power Truck~~party, ~~LLC~~holds the remaining 3 shares of Series A Preferred Stock. Each share of Series A Preferred Stock (“~~UPT~~Preferred Stock”) ~~was~~is inconvertible ~~pending~~into ~~litigation (PGC Investments~~50,000 ~~LLC,~~shares etof ~~al.~~common vstock. ~~Ultimate~~Each ~~Power~~share ~~Truck,~~of ~~LLC,~~preferred instock ~~the~~has ~~Circuit~~voting ~~Court~~rights ~~for~~as ~~the~~if ~~Sixth~~they ~~Judicial~~were ~~Circuit,~~converted ~~Pinellas~~into ~~County~~50,000 ~~Florida)~~shares of common stock. The ~~litigation~~holders ~~was~~of aeach ~~commercial~~share ~~landlord-tenant~~of ~~action~~preferred ~~wherein~~stock ~~the~~then ~~Plaintiffs~~outstanding ~~sought~~shall ~~damages~~be ~~for~~entitled ~~nonpayment~~to ofbe ~~rent~~paid ~~arising~~ out of athe ~~commercial~~Available ~~lease~~Funds ~~agreement~~and ~~for~~Assets ~~which~~(as ~~UPT~~defined ~~was~~in the ~~tenant. The~~“Certificate ~~plaintiffs~~of ~~also~~Designation”), ~~named~~and ~~Cool~~prior ~~Technologies~~and asin apreference ~~defendant~~to inany ~~the~~payment ~~amended~~or ~~and~~distribution ~~second~~(or ~~amended~~any ~~complaint.~~setting ~~Cool~~a ~~Technologies~~part ~~moved~~of toany ~~dismiss~~payment ~~the~~or ~~second~~distribution) ~~amended~~of ~~complaint~~any ~~for~~Available ~~lack~~Funds ofand ~~personal~~Assets ~~jurisdiction~~on ~~and~~any ~~failure~~shares toof ~~state~~common astock, ~~cause~~an ofamount ~~action.~~per Inpreferred ~~July~~share ~~2022,~~equal to the ~~parties~~Preferred ~~entered~~Stock ~~into~~Liquidation aPrice ~~settlement~~($2,500 ~~agreement~~per share).

~~PGC~~17 ~~Investments,~~Table ~~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.~~ Contents

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

~~Within~~Common ~~two~~stock ~~days~~issuable ofon the ~~issuance~~condensed ofconsolidated ~~the~~balance ~~shares,~~sheets ~~the~~represents ~~receipt~~common ofstock ~~the~~to ~~final~~be ~~payment~~issued ~~made~~for ~~and~~either ~~confirmation~~cash ~~of clear funds~~received, ~~PGC~~ ~~was~~or ~~required~~services toperformed. ~~file~~As ~~a Notice~~ of ~~Voluntary~~June ~~Dismissal~~30, ~~with~~2023 ~~Prejudice~~and December of31, ~~the~~2022, ~~Litigation~~there ~~and~~were a494,697 ~~Notice~~shares of ~~Voluntary~~common ~~Dismissal~~stock ~~with~~to ~~Prejudice~~be ~~of the Arbitration~~issued.

~~Cool~~Common ~~Technologies~~stock ~~paid~~warrants ~~the~~issued ~~initial~~with ~~$25,000 on July 13, 2022 and~~ the ~~second~~sale ~~$25,000~~of oncommon ~~September 28, 2022. 50,000 restricted shares were issued to Dennis Campbell on September 28, 2022.~~ stock

OnWhen ~~October~~the ~~21,~~Company ~~2022,~~sells ~~PGC~~shares ~~Investments,~~of ~~LLC~~its ~~and~~common ~~Dennis~~stock ~~Campbell~~the ~~filed~~buyer aalso ~~Notice~~typically ofreceives ~~Voluntary~~fully ~~Dismissal~~vested ~~with~~common ~~Prejudice~~stock inwarrants ~~the~~with ~~Circuit~~a ~~Court~~maximum ofcontractual ~~the~~term ~~Sixth~~of ~~Judicial~~3-5 ~~Circuit~~years. ~~for~~A ~~Pinellas~~summary ~~County.~~of Oncommon ~~the~~stock ~~same~~warrants ~~date,~~issued ~~PGC~~with ~~Investments~~the ~~also~~sale ~~filed~~of acommon ~~Notice~~stock as of ~~Voluntary~~June ~~Dismissal~~30, ~~with~~2023, ~~Prejudice~~and ~~with~~changes during the ~~American~~period ~~Arbitration~~then ~~Association.~~ended is presented below:

Because the Arbitration’s final hearing was scheduled for September 22-23, 2022, the dismissal was filed after the final payment and stock issuance were made. This was in keeping with the Settlement Agreement which was conditioned upon PGC obtaining the arbitrator’s approval of the terms and conditions of the settlement.

	Number of Warrants			Weighted- average Exercise Price		Weighted- average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2022		6,350,000		$	0.04		0.1	$	--
Granted		--			--		--		--
Forfeited or canceled		(2,600,000	)		--		--		--
Outstanding, June 30, 2023		3,750,000			0.02		0.1		--
Exercisable, June 30, 2023		3,750,000		$	0.02		0.1	$	--

~~From~~Note ~~time~~7 to– ~~time,~~Share-based 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. payments

18Nonemployee ~~Table~~common ofstock ~~Contents~~warrants -- Fully-vested upon issuance

~~Note~~Cool 6Technologies –may ~~Equity~~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:

Preferred Stock

	Number of Warrants			Weighted- average Exercise Price		Weighted- average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2022		9,900,000		$	0.02		0.7	$	3,500
Granted		--			--		--		--
Forfeited or expired		(3,000,000	)		--		--		--
Outstanding, June 30, 2023		6,900,000			0.05		0.7		7,573
Exercisable, June 30, 2023		6,900,000		$	0.05		0.7	$	7,573

~~Cool~~18 ~~Technologies~~Table ~~has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as~~ of ~~March 31, 2023.~~ Contents

OnNote ~~August~~8 ~~12,~~– ~~2016,~~Net ~~the~~Loss ~~Company~~per 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.Share

InBasic ~~addition~~net toloss ~~the~~per ~~Preferred~~share ~~Stock,~~is ~~the~~computed ~~Securities~~by ~~Purchase~~dividing ~~Agreement~~net ~~included~~loss ~~warrants~~by tothe ~~purchase~~weighted-average ~~3,636,360~~number ~~shares~~ of ~~the~~common ~~Company’s~~shares ~~common~~outstanding ~~stock~~during atthe anreporting ~~exercise~~period. ~~price~~Diluted ofnet ~~$0.07~~loss per share. ~~The~~is ~~warrants~~computed ~~cannot~~similarly beto ~~exercised~~basic onloss aper ~~cashless~~share, ~~basis.~~except ~~The~~that ~~aggregate~~it ~~purchase~~includes ~~price of~~ the ~~preferred~~potential ~~stock~~dilution ~~and~~that ~~warrants~~could ~~was~~occur ~~$200,000,~~if ofdilutive ~~which~~securities ~~$150,000~~are ~~was paid in cash and $50,000 was paid in services~~exercised.

InThe ~~connection~~following ~~with~~table ~~the~~presents ~~sale~~a ofreconciliation ~~the Preferred Stock, on October 20, 2016, the Company filed with the Secretary~~ of the ~~State~~denominators ofused ~~Nevada, an amended Certificate of Designations of the Rights, Preferences, Privileges and Restrictions, which have not been set forth~~ in the ~~Certificate~~computation of ~~Designation~~net ofloss ~~the~~per ~~Series~~share B– ~~Convertible~~basic ~~Preferred~~and ~~Stock nor the first Amendment to Certificate of Designation filed on August 12, 2016.~~diluted:

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.

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022

Net loss available for shareholders	$	(521,780	)	$	(590,710	)	$	(908,037	)	$	(1,167,433	)
Weighted average outstanding shares of common stock		755,176,551			606,812,747			726,048,583			599,967,230
Dilutive effect of stock options and warrants		-			-			-			-
Common stock and equivalents		755,176,551			606,812,747			726,048,583			599,967,230

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

InOutstanding ~~the~~stock ~~event~~options ofand ~~the~~common ~~death~~stock ofwarrants aare ~~holder~~considered ofanti-dilutive because the ~~Class~~Company Bis ~~Preferred~~in ~~Stock, or~~ a ~~liquidation,~~net ~~winding~~loss upposition. orThe ~~bankruptcy~~following ofsummarizes aequity ~~holder~~instruments ~~which~~that ~~is an entity~~may, ~~all~~in ~~voting~~the ~~rights~~future, ofhave ~~the~~a ~~Class~~dilutive Beffect ~~Preferred~~on ~~Stock~~earnings ~~shall~~per ~~cease.~~share:

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.

	June 30
	2023		2022
Stock options		4,000,000		4,000,000
Common stock warrants		36,250,000		53,964,285
Common stock issuable		494,697		494,697
Convertible notes		57,119,239		79,267,277
Convertible preferred stock		2,877,270		2,877,270
Total		100,741,206		140,603,529
Total exercisable at June 30		80,081,450		86,534,252

~~The~~Note ~~holders~~9 of– ~~Class~~Subsequent ~~B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company.~~ Events

~~The~~On ~~warrants~~July ~~cannot~~20, be2023, ~~exercised~~the Company issued 17,780,282 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $16,900 on aprincipal ~~cashless~~of ~~basis.~~$50,900 and accrued interest of $2,036.

On ~~May~~August 82, ~~2017~~2023, ~~Inverom~~the ~~Corporation~~Company ~~converted~~issued ~~its 909~~17,~~090 Series B preferred shares into 909~~647,~~090~~059 shares of common stock. ~~This~~to ~~represented~~1800 ~~all~~Diagonal ofLending ~~the~~LLC ~~shares~~upon conversion of ~~Series~~$15,000 Bon ~~stock~~principal ~~held~~of ~~by Inverom Corporation~~$29,700.

~~KHIC~~August 10, ~~Inc.~~2023, ~~a related party holds~~ the ~~remaining~~Company 3issued ~~shares of Series A Preferred Stock. Each share of Series A Preferred Stock (“Preferred Stock”) is convertible into 50~~18,~~000 shares of common stock. Each share of preferred stock has voting rights as if they were converted into 50~~691,~~000~~765 shares of common stock. ~~The holders of each share of preferred stock then outstanding shall be entitled~~ to be1800 ~~paid~~Diagonal ~~out~~Lending ofLLC ~~the~~upon ~~Available~~final ~~Funds~~conversion ~~and Assets (as defined in the “Certificate~~ of ~~Designation”)~~ $14,700 ~~and~~on ~~prior~~principal ~~and in preference to any payment or distribution (or any setting a part~~ of ~~any~~$29,700 ~~payment or distribution) of any Available Funds~~ and ~~Assets~~accrued oninterest ~~any shares~~ of ~~common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price (~~$21,~~500 per share)~~188.

~~Common~~Effective ~~Stock~~August 15, 2023, Steven Wilburn resigned from the Board of Directors of Cool Technologies, Inc. for health reasons. He will remain a member of the Company’s Board of Advisors.

~~Common~~19 ~~stock~~Table ~~issuable on the consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As~~ of ~~March 31, 2023 and December 31, 2022, there were 494,697 shares of common stock to be issued.~~ Contents

19Item ~~Table~~2. Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~Common stock warrants issued with the sale of common stock~~Overview

~~When~~Cool Technologies, Inc. and subsidiary, (“the Company” ~~sells~~or ~~shares~~“Cool ofTechnologies” ~~its~~or ~~common~~“CoolTech”) ~~stock~~was incorporated in the ~~buyer~~State ~~also~~of ~~typically~~Nevada ~~receives~~in ~~fully~~July ~~vested~~2002. ~~common~~In ~~stock~~April ~~warrants~~2014, ~~with~~CoolTech aformed ~~maximum~~Ultimate ~~contractual~~Power ~~term~~Truck, ofLLC ~~3-5~~(“Ultimate ~~years.~~Power ATruck” ~~summary~~or “UPT”), of ~~common~~which ~~stock~~the ~~warrants~~Company ~~issued~~owns ~~with~~95% ~~the~~and ~~sale~~a shareholder of ~~common~~Cool ~~stock~~Technologies asowns of5%. ~~March~~Cool 31Technologies was formerly known as Bibb Corporation, ~~2023~~Z3 Enterprises, and ~~changes~~HPEV, ~~during~~Inc. On August 20, 2015, the ~~period~~Company ~~then~~changed ~~ended~~its isname ~~presented~~to ~~below:~~Cool Technologies, Inc.

	Number of Warrants			Weighted-averageExercise Price		Weighted-averageRemainingLife(Years)		AggregateIntrinsicValue
Outstanding, December 31, 2022		6,350,000		$	0.04		0.1	$	-
Granted		-			-		-		-
Forfeited or canceled		(2,600,000	)		-		-		-
Outstanding, March 31, 2023		3,750,000			0.02		0.1		-
Exercisable, March 31, 2023		3,750,000		$	0.02		0.1	$	-

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

~~Note~~The 7Company –has ~~Share~~developed a mobile power generation system (eMGen) that enables work trucks to generate electric power by running an in-~~based~~chassis ~~payments~~generator (or large external generator on Class 4 to 8). The eMGen system can be installed onto new and existing global truck platforms. CoolTech intends to market and sell the mobile power generation systems to government, commercial and fleet vehicle owners as well as original equipment manufacturers and individual users. Sales are expected to occur through the direct efforts of the Company, its sales agents and its joint venture partners. CoolTech may also license the eMGen system as well.

~~Nonemployee~~The ~~common~~markets ~~stock~~targeted ~~warrants~~include --consumer, ~~Fully-vested~~agricultural, ~~upon~~infrastructure, ~~issuance~~industrial, energy, mining services, military and emergency responders, both in the U.S. and worldwide.

~~Cool~~CoolTech ~~Technologies~~has ~~may~~also ~~issue~~developed ~~fully~~heat ~~vested~~dispersion ~~common~~technologies ~~stock~~based ~~warrants~~on ~~with~~proprietary acomposite ~~maximum~~heat ~~contractual~~structures ~~term~~and ofheat 5pipe ~~years~~architecture toin ~~non-employees~~various inproduct ~~return~~platforms ~~for~~such ~~services~~as orelectric tomotors, ~~satisfy~~pumps, ~~liabilities~~turbines, ~~such~~bearings and vehicle controls as ~~accrued~~well ~~interest~~as automobile, truck, motorcycle and battery components. ~~The~~In ~~following~~preparation, ~~summarizes~~CoolTech ~~the~~has ~~activity~~applied for ~~common~~trademarks ~~stock~~for ~~warrants~~a ~~that~~brand ~~were~~name ~~fully~~for ~~vested~~its ~~upon~~mobile ~~issuance~~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).

	Number of Warrants			Weighted-averageExercise Price		Weighted-averageRemainingLife(Years)		AggregateIntrinsicValue
Outstanding, December 31, 2022		9,900,000		$	0.02		0.7	$	3,500
Granted		-			-		-		-
Forfeited or expired		(3,000,000	)		-		-		-
Outstanding, March 31, 2023		6,900,000			0.05		0.7		7,573
Exercisable, March 31, 2023		6,900,000		$	0.05		0.7	$	7,573

When a generator is enhanced by CoolTech’s patented thermal technologies, it should be able to output more power than any other generator of its size on the market. That’s because third party testing has demonstrated that the cooling provided by the thermal technologies can help increase the efficiency of electric motors. Simply put, the Company has achieved liquid cooled power densities in a totally enclosed, air cooled package.

~~Note~~Furthermore, 8management –believes ~~Net~~that ~~Loss~~the ~~per~~technologies ~~Share~~will increase the lifespan as well as help meet regulatory emissions standards for electric motors and other heat producing equipment and components. The simplicity of the patented radial vent heat pipe architecture as well as the fact that it provides effective new applications for existing manufacturing processes should enhance the cost structure in several large industries including motor/generator and engine manufacturing.

~~Basic~~As ~~net loss per share is computed by dividing net loss by the weighted-average number~~ of ~~common~~June ~~shares~~30, ~~outstanding~~2023, ~~during~~we ~~the~~have ~~reporting~~seven ~~period.~~US ~~Diluted~~patents, ~~net~~two ~~loss~~Canadian ~~per~~patents, ~~share~~one isMexican ~~computed~~patent, ~~similarly~~one toallowed ~~basic~~Brazilian ~~loss~~patent ~~per~~and ~~share,~~one ~~except~~pending ~~that~~US itpatent ~~includes~~application ~~the~~covering ~~potential~~integrated ~~dilution~~electrical ~~that~~power ~~could~~generation ~~occur~~methods ifand ~~dilutive securities are exercised~~systems.

The ~~following~~Company ~~table~~intends ~~presents~~to acommercialize ~~reconciliation~~its ofpatents by integrating the ~~denominators~~thermal ~~used~~technologies inand ~~the~~applications ~~computation~~with ofOriginal ~~net~~Equipment ~~loss~~Manufacturer ~~per~~(OEM) ~~share~~partners –and ~~basic~~by licensing them to electric motor, generator, pump and ~~diluted:~~vehicle component (brake, resistor, caliper) manufacturers.

	Three months ended March 31,
	2023			2022
Net loss available for stockholders	$	(385,761	)	$	(576,387	)
Weighted average outstanding shares of common stock		695,938,773			579,627,649
Dilutive effect of stock options and warrants		-			-
Common stock and equivalents		695,938,773			579,627,649
Net loss per share – Basic and diluted	$	(0.00	)	$	(0.00	)

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

Table of Contents

~~Outstanding~~We ~~stock~~generated ~~options~~our first Mobile Generation order during the quarter ended June 30, 2014 and ~~common~~received ~~stock~~a ~~warrants~~partial ~~are~~deposit ~~considered~~in ~~anti-dilutive~~advance ~~because~~of completing the ~~Company~~sale. isOn inJune 9, 2017, the Company received a ~~net~~purchase ~~loss~~order ~~position.~~for ~~The~~10 ~~following~~eMGen ~~summarizes~~systems ~~equity~~from ~~instruments~~Craftsmen ~~that~~Industries. ~~may,~~As inCraftsmen builds custom vehicles designed to the ~~future~~individual specifications of their customers whose businesses and technical requirements vary widely, ~~have~~it ais ~~dilutive~~impossible ~~effect~~to onestimate ~~earnings~~when ~~per~~the ~~share:~~order will be fulfilled.

	March 31
	2023		2022
Stock options		4,000,000		4,000,000
Common stock warrants		36,250,000		53,964,285
Common stock issuable		494,697		494,697
Convertible notes		55,782,038		50,849,277
Convertible preferred stock		2,877,270		2,877,270
Total		99,404,005		112,185,529
Total exercisable at March 31		70,538,744		89,534,252

In November 2017, 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.

~~Note~~Craftsmen 9Industries –was ~~Subsequent~~selected ~~Events~~to produce the first systems due to their engineering capabilities and extensive facilities. In January 2019, it began production on the initial vehicles and completed an initial production run vehicle two months later. In anticipation of the successful completion of one of the Company’s funding initiatives (some of which is detailed below), the company has reaffirmed its relationship with Craftsmen in 2023. If funding arrives, the Company plans to produce 3 platforms of its mobile power systems at their facilities.

OnWe ~~April~~have ~~20,~~not ~~2023,~~generated ~~the~~any ~~Company~~revenues ~~issued~~to 5date. Consequently,~~000,000~~ ~~shares~~there ofcan ~~common~~be ~~stock~~no toassurances ~~1800~~that ~~Diagonal~~the ~~Lending~~Company ~~LLC~~will ~~upon~~be ~~conversion~~able ofto ~~$15~~generate new orders,~~000~~ onfulfill ~~principal~~the ofexisting ~~$66~~ones,~~750~~ or address all the requirements of all the interested parties.

OnManagement ~~April~~is ~~24,~~pursuing ~~2023~~various financing alternatives, ~~the~~based ~~Company~~upon ~~issued~~a ~~6,696,552~~third-party ~~shares~~assessment of ~~common~~the ~~stock~~historically todemonstrated ~~1800~~or ~~Diagonal~~contractually ~~Lending~~committed ~~LLC~~profit-earning ~~upon~~capacities ~~final~~of ~~conversion~~our ofIP. ~~$19,420~~We onsee ~~principal~~this ofas ~~$66,750~~the ~~and~~best ~~accrued~~path ~~interest~~forward offor ~~$2,670~~non-dilutive funding.

OnTo ~~May~~that 1end, ~~2023~~on December 31, ~~the~~2022, ~~Company~~Cool ~~issued~~Technologies, 5Inc. and 3&1 Capital Partners,~~555~~ LLC,~~556~~ ~~shares~~updated their non-binding Memorandum of ~~common~~Terms ~~stock~~for Debt Financing pursuant to ~~1800~~which ~~Diagonal~~the ~~Lending~~Company ~~LLC~~is ~~upon~~now ~~conversion~~due to receive gross proceeds of at least $15~~,000~~ million minus administration and origination fees as well as other expenses. The debt financing will be structured as a promissory note with a security interest. The first priority security interest will encompass all intellectual property (“IP”) owned by the Company on ~~principal~~the closing date and all intellectual property acquired by or issued to the Company during the term of ~~$45,600~~the 48-month note. Also included as collateral are all equipment and contracts related to the IP.

OnPursuant ~~May~~to 5,the ~~2023~~Memorandum, the Company ~~issued~~agreed ~~15,440,000~~to ~~shares~~a ofcash ~~common~~prepayment ~~stock~~equal to ~~1800~~24 ~~Diagonal~~months ~~Lending~~of ~~LLC~~interest ~~upon~~that ~~final~~will ~~conversion~~fund ofan ~~$30,600~~Interest onEscrow ~~principal~~Account offrom ~~$45,600~~the ~~and~~proceeds. ~~accrued~~The ~~interest~~24 months of ~~$1,824~~the prepayment interest shall be considered earned and nonrefundable.

OnMonthly ~~May~~interest 5,payments ~~2023~~based on a term loan rate of 6.15% per annum will be debited from the prepayment Interest Escrow Amount on the first day of the month for 24 months. One month later, the Company ~~issued~~shall ~~10,000,000~~commence ~~shares~~making 23 equal payments of ~~common~~principal ~~stock~~and toaccrued ~~LGH~~and ~~Investments~~unpaid ~~LLC~~interest ~~upon~~on ~~conversion~~the first day of ~~$21,300~~the onmonth. ~~principal~~A final payment of ~~$825,000~~all unpaid principal and accrued and unpaid interest shall be due on the Maturity Date.

21For ~~Table~~the first twenty-four months of ~~Contents~~the loan, the Company agreed to apply at least 25% of the profits from all sales, purchase orders, or any other revenue-generating transactions to the outstanding principal and interest, and then 50%, thereafter, until its obligations have been satisfied.

~~Item~~Since 2.the ~~Management’s~~signing ~~Discussion~~of the Memorandum, definitive documents have been drawn up and ~~Analysis~~additional financing instruments have been created and packaged. Central to the provision of ~~Financial~~the ~~Condition~~funds is the successful underwriting of the financial instruments. Buyers have signed subscription agreements. In addition, Cool Technologies and ~~Results~~3&1 Capital Partners have polished and perfected the final funding documents. As the signing of ~~Operations~~subscription agreements are definitive actions, the Company will likely receive some, if not all, of the funds promised.

~~Overview~~The sales of A rated bond offerings by 3&1 are on-going and involve a number of commercial banks, investment banks and private wealth management firms. The process often involves months of extensive due diligence, document production and legal reviews followed by collateralization of assets or asset transfers; insurance, bank and regulatory approvals; and lines of credit negotiations. Delays, revisions, reconsiderations and rejections can hamper, slow, suspend or terminate an offering. Currently, 3&1 has a least 5 paths to funding in various stages of progress.

~~Cool~~21 ~~Technologies,~~Table ~~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, Z3 Enterprises, and HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc.Contents

~~The~~In ~~Company’s~~addition, ~~technologies~~Cool ~~are~~Technologies ~~divided~~is ~~into~~pursuing non-dilutive funding agreements with at least two ~~distinct~~other ~~but~~entities. ~~complementary~~One ~~categories:~~of ~~mobile~~which ~~power~~is ~~generation~~fully insured and ~~heat~~supported ~~dispersion~~by ~~technology~~personal guarantees of cash, real estate, and personal assets.

The Company ~~has~~is ~~developed~~also anegotiating ~~mobile~~four ~~power~~joint ~~generation~~ventures ~~system~~targeting ~~(eMGen) that enables work trucks to generate~~ electric ~~power~~vehicle bycharging, ~~running an in-chassis~~ generator. ~~The~~manufacturing, ~~eMGen~~the ~~system~~US ~~can~~military ~~be retrofitted onto new~~ and ~~existing global truck platforms. CoolTech intends to market and sell~~ the ~~mobile power generation systems to government~~oil, ~~commercial~~gas and ~~fleet~~mining ~~vehicle~~industries. ~~owners~~Grants asoffered ~~well~~by asthe ~~original~~Department ~~equipment~~of ~~manufacturers~~Energy and ~~individual~~the ~~users.~~Department ~~Sales~~of Defense are ~~expected~~also tobeing ~~occur~~pursued through ~~the~~strategic ~~direct~~alliances ~~efforts~~with ofretired ~~the~~first ~~Company,~~responders ~~its~~and ~~sales~~military ~~agents~~personnel and/or ~~its~~minority ~~joint~~owned ~~venture partners~~businesses. ~~CoolTech may also license the eMGen system as well.~~

~~The~~Purchase ~~markets~~orders ~~targeted~~from ~~include~~any ~~consumer,~~of ~~agricultural,~~the ~~industrial,~~joint ~~military~~venture ~~and~~partners ~~emergency~~would ~~responders,~~provide ~~both~~the Company with funding in ~~the~~excess Uof $1 million dollars.S. The rest of the offerings and ~~worldwide.~~agreements noted above could provide much more.

~~CoolTech~~If ~~has~~funding ~~also~~is ~~developed~~received, ~~heat~~it ~~dispersion~~will ~~technologies~~initially ~~based~~be onused ~~proprietary~~to ~~composite~~complete ~~heat~~the ~~structures~~production ~~and~~of ~~heat~~three ~~pipe~~vehicle ~~architecture~~platforms inthat ~~various~~will ~~product~~serve ~~platforms such~~ as ~~electric~~demos ~~motors,~~and ~~pumps,~~order ~~turbines,~~generation ~~bearings~~catalysts ~~and~~for ~~vehicle~~mobile ~~components.~~electric ~~In preparation~~power, ~~CoolTech~~power ~~has~~and ~~applied~~water, ~~for~~and ~~trademarks~~electric ~~for~~vehicle acharging ~~brand~~infrastructure. ~~name~~In ~~for~~addition, ~~its~~the ~~mobile~~vehicles ~~power~~will ~~generation~~showcase ~~system~~the capabilities and ~~for~~benefits ~~one~~ of ~~its~~the ~~technologies~~Company’s ~~and~~thermal ~~its~~dispersion ~~acronym.~~and ~~Cool~~power ~~Technologies~~generation ~~currently~~technologies ~~owns two trademarks: eMGen~~ and, ~~TEHPC~~conceivably, ~~(Totally~~stimulate ~~Enclosed~~interest ~~Heat~~in ~~Pipe~~licensing ~~Cooled)~~opportunities.

~~When~~While athe ~~generator~~Company isawaits ~~enhanced by CoolTech’s patented thermal technologies~~funding, it ~~should~~has becontinued ~~able~~ to ~~output~~expand ~~more~~its ~~power~~contacts ~~than~~with ~~any~~potential ~~other~~clients ~~generator~~-- ofmeeting ~~its~~with ~~size~~government onagencies, ~~the~~emergency ~~market.~~responders ~~That’s~~and ~~because~~city ~~third~~officials ~~party~~as ~~testing~~well ~~has~~as ~~demonstrated~~military ~~that~~engineers ~~the~~and ~~cooling~~procurement ~~provided~~specialists. bySpecifications ~~the~~for ~~thermal~~custom ~~technologies~~applications ~~can~~have ~~help~~been ~~increase~~noted ~~the~~and ~~efficiency~~preliminary ofdesigns ~~electric~~drawn ~~motors~~up.

~~Furthermore,~~The ~~management~~occurrence ~~believes~~of ~~that~~an ~~the~~uncontrollable ~~technologies~~event ~~will~~such ~~increase~~as the ~~lifespan~~COVID19 aspandemic ~~well~~negatively asaffected ~~help~~our ~~meet~~operations. ~~regulatory~~The ~~emissions~~pandemic ~~standards~~resulted ~~for~~in ~~electric~~social ~~motors~~distancing, travel bans and ~~other~~quarantines. ~~heat~~This ~~producing~~limited ~~equipment~~access to our facilities, customers, management, support staff and ~~components~~professional advisors. ~~The~~These, ~~simplicity~~in turn, impacted our operations and financial condition. While the pandemic phase of COVID19 has receded and the ~~heat~~virus ~~pipe~~is ~~architecture~~now asconsidered ~~well~~to be endemic in the US as of this filing, the ~~fact~~evolution ~~that~~of itan ~~provides~~acute ~~effective~~and ~~new~~more ~~applications~~contagious variant is possible. In such a case, it may impact demand for ~~existing~~our ~~manufacturing~~products ~~processes~~and ~~should~~may ~~enhance~~again ~~the~~hamper ~~cost~~our ~~structure~~efforts into ~~several~~provide ~~large~~our ~~industries~~investors ~~including~~with ~~motor/generator~~timely information and ~~engine~~comply ~~manufacturing~~with our filing obligations with the Securities and Exchange Commission.

AsReal ofGDP ~~March~~growth, 31inflation, ~~2023~~employment levels, weoil ~~have~~prices, ~~seven~~interest USrates, ~~patents~~tax rates, ~~two~~availability ~~Canadian~~of ~~patents~~customer financing, ~~one~~foreign ~~Mexican~~currency ~~patent~~exchange rate fluctuations, ~~one~~and ~~allowed~~other ~~Brazilian~~macroeconomic ~~patent~~trends ~~and~~can ~~one~~adversely ~~pending~~affect USdemand ~~patent~~for ~~application~~the ~~covering~~products ~~integrated~~that ~~electrical~~we ~~power~~offer. ~~generation~~Geopolitical ~~methods~~issues around the world and ~~systems~~how our markets are positioned can also impact macroeconomic conditions and could have a material adverse impact on our financial results.

22Recent ~~Table~~Developments ~~of Contents~~

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

WeOn ~~believe~~October ~~the~~31, ~~benefits~~2016, ofthe ~~our~~Company ~~mobile~~filed ~~power~~an ~~generation~~amended ~~system~~and ~~are~~restated ~~quickly~~Series ~~realized~~B ~~once~~Preferred ~~potential~~Stock ~~customers~~Certificate ~~see~~of itDesignation in(which ~~operation.~~was ~~Public~~originally ~~demonstrations~~filed ofwith the ~~eMGen~~Secretary ~~systems~~of ~~began~~State inof Nevada on April ~~2017.~~19, An2016 ~~inspection~~and amended on August 12, 2016) to designate 3,636,360 shares as Series B Preferred Stock and ~~performance~~to ~~demonstration~~provide for ~~Mexican~~supermajority ~~government~~66 ~~officials~~2/3% ~~and~~voting ~~business~~rights ~~leaders~~for ~~occurred~~the inSeries ~~May~~B ~~2018~~Preferred Stock. ~~Feedback~~The ~~from~~Series ~~initial~~B ~~viewers~~Preferred ~~resulted~~Stock inwill ~~more~~not ~~government~~bear ~~officials~~dividends, ~~and~~will ~~fruit~~not ~~growers~~be ~~coming~~entitled to ~~see~~receive any distributions in the ~~eMGen~~event ~~power~~of ~~equipment~~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 ~~learn~~convert ~~about~~such shares into common stock, in a conversion ratio of one share of common stock for each share of Class B Stock. If the ~~water~~common ~~purification~~stock ~~options~~trades or is quoted at a price per share in ~~March~~excess ~~2019~~of $2.25 ~~Even~~for ~~more~~any ~~officials~~twenty ~~and~~consecutive ~~growers~~day ~~followed~~trading --period, ~~flying~~(subject to ~~St.~~appropriate ~~Louis~~adjustment for aforward ~~review~~or reverse stock splits, recapitalizations, stock dividends and the like), the Series B Stock will automatically be convertible into the common stock in ~~May~~a ~~2019~~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 of without the prior written consent of the Company and the holders of the outstanding Series B Preferred Stock.

We22 ~~generated~~Table ~~our first Mobile Generation order during the quarter ended June 30, 2014 and received a partial deposit in advance~~ of completing the sale. On June 9, 2017, the Company received a purchase order for 10 eMGen systems from Craftsmen Industries. As Craftsmen builds custom vehicles designed to the individual specifications of their customers whose businesses and technical requirements vary widely, it is impossible to estimate when the order will be fulfilled. Contents

InCraftsmen ~~November 2017~~Industries, ~~the Company received a purchase commitment for 234 eMGen systems from a Mexican Producers’ Union~~Inc. 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.

~~Craftsmen~~As ~~Industries~~a ~~was~~consequence ~~selected~~of tothe ~~produce~~first public demonstration of the ~~first~~eMGen ~~systems~~30 ~~due~~kilovolt toamp ~~their~~(“kVA”) ~~engineering~~system ~~capabilities~~at ~~and~~the ~~extensive~~North ~~facilities.~~America InInternational Auto Show in Detroit in January ~~2019~~2017, itthe ~~began~~Company ~~production~~entered oninto an agreement in principle, dated February 21, 2017, with Craftsmen Industries, Inc. (“Craftsmen’), a company engaged in the ~~initial~~design, ~~vehicles~~engineering and ~~completed~~production anof ~~initial~~mobile ~~production~~marketing ~~run~~vehicles, ~~vehicle~~experiential ~~two~~marketing ~~months~~platforms ~~later~~and industrial mobile solutions.

WeOn ~~have~~April ~~not~~25, ~~generated~~2017, ~~any~~we ~~revenues~~delivered to ~~date.~~Craftsmen ~~Consequently~~Industries, ~~there~~a ~~can~~Class beIII noVehicle ~~assurances~~(Ford ~~that~~F-350 ~~the~~dually) ~~Company~~up-fitted ~~will~~with bea ~~able~~production-ready toeMGen ~~generate~~30 ~~new~~kVA ~~orders,~~(single ~~fulfill~~phase/three ~~the~~phase) ~~existing ones, nor address all the requirements of all the interested parties~~system.

~~Management~~Subsequently, isCraftsmen ~~pursuing~~invited ~~various~~the ~~financing~~Company ~~alternatives,~~to ~~based~~demonstrate ~~upon~~its amobile ~~third-party~~generation ~~assessment~~technology ofand the ~~historically~~potential ~~demonstrated~~benefits orfor ~~contractually~~Craftsmen ~~committed~~products ~~profit-earning~~at ~~capacities~~Craftsmen’s of35th ~~our~~Anniversary IPParty on April 27, 2017. WeOver ~~see~~100 ~~this~~current asand ~~the~~prospective ~~best~~Craftsmen ~~path~~customers ~~forward~~were in the audience for ~~non-dilutive~~the ~~funding~~demonstrations.

ToCraftsmen ~~that~~recently ~~end,~~signed ona ~~March~~manufacturing ~~11,~~contract ~~2020,~~with ~~Cool~~Translux-Fair ~~Technologies, Inc~~Play. ~~and~~Translux’ ~~3&1 Capital Partners~~Hazelwood, ~~LLC,~~Missouri ~~signed~~facility aencompasses ~~non-binding~~over ~~Memorandum~~45,000 ofsquare ~~Terms~~feet ~~for Debt Financing pursuant to which the Company is due to receive gross proceeds~~ of atmanufacturing ~~least~~space ~~$12.5 million minus administration~~ and ~~origination~~offers ~~fees~~extensive aslaser ~~well~~cutting asand ~~other~~metal ~~expenses~~bending machinery. The ~~debt~~contract ~~financing~~significantly ~~will~~enhances beCraftsmen’s ~~structured~~capabilities asto aproduce ~~promissory~~boxes ~~note~~and ~~with~~control apanels ~~security~~for ~~interest. The first priority security interest will encompass all intellectual property (“IP”) owned by~~ the ~~Company~~eMGen onSystems ~~the closing date~~ and ~~all~~the ~~intellectual~~vehicles ~~property~~they’re ~~acquired~~upfitted ~~by or issued~~ to, ~~the~~but ~~Company~~also ~~during~~all the ~~term~~eMGen’s ofoptional ~~the~~tasks ~~36-month~~and ~~note.~~capabilities, ~~Also~~including ~~included~~welding, aswater ~~collateral~~purification ~~are all equipment~~ and ~~contracts~~solar ~~related to the IP~~power.

~~Pursuant~~Not toonly ~~the~~will ~~Memorandum,~~basic ~~the~~production ~~Company~~be ~~agreed~~optimized toand aimproved, ~~cash~~but ~~prepayment~~control ~~equal~~panels toand 18displays ~~months~~should ofbe ~~interest~~upgraded. ~~that~~CoolTech ~~will~~is ~~fund~~expected anto ~~Interest~~benefit ~~Escrow~~from ~~Account~~Translux’ ~~from~~electronics ~~the~~expertise ~~proceeds~~which orhas 12been ~~months~~refined ofthrough ~~the~~their ~~prepayment~~years ~~interest~~of ~~which~~manufacturing ~~shall~~digital bescoring ~~considered~~panels ~~earned~~for sporting arenas and ~~nonrefundable~~ball parks.

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

~~For~~On January 18, 2018, the ~~first~~Company ~~eighteen~~entered ~~months~~into ofan ~~the~~agreement ~~loan~~with Aon Risk Services Central, ~~the~~Inc. ~~Company~~and ~~agreed~~Lee toand ~~apply~~Hayes, atPLLC, ~~least~~through ~~25%~~its operating unit, 601West, which provides intellectual property (“IP”) analytics, to assess the value of the ~~profits~~Company’s ~~from~~IP. ~~all~~As ~~sales,~~set ~~purchase~~forth ~~orders~~in the agreement, the assessment will be founded on historically demonstrated or ~~any~~contractually ~~other~~committed ~~revenue~~profit-~~generating~~earning ~~transactions~~capacities toof ~~the~~our ~~outstanding~~IP ~~principal~~ and ~~interest,~~may ~~and~~be ~~then~~used ~~50%~~to obtain financing, ~~thereafter~~including but not limited to, ~~until~~non-dilutive ~~its~~financing. ~~obligations~~Since ~~have~~then, significant progress has been ~~satisfied~~achieved. As noted above, definitive actions have occurred which indicate that the Company will receive funding in the near future.

~~Since~~Live ~~the~~eMGen ~~signing~~80 ofDemonstration ~~the~~in ~~Memorandum,~~Fort 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. In additionCollins, ~~Cool Technologies and 3&1 Capital Partners have polished and perfected the final funding documents.~~ Colorado

AsOn May 4, 2018, nine representatives from Mexico’s farming, banking, and government sectors flew to Fort Collins, Colorado for a live demonstration of CoolTech’s generator-equipped truck. The demonstration showcased the ~~signing~~capabilities and ease of ~~subscription~~operation ~~agreements~~of ~~are~~the ~~definitive~~system. ~~actions~~The ~~that~~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 ~~will~~also ~~likely~~used ~~receive~~the ~~some~~electricity from the truck to power a screw compressor, ifan ~~not~~industrial ~~all~~fan, ofand ~~the~~an ~~funds~~industrial ~~promised~~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.

IfA ~~funding~~representative isfrom ~~received,~~one ~~it will be used to support completion~~ of the ~~initial~~Mexican ~~phases~~farming ofproducers’ ~~our~~unions ~~business~~approved ~~plan,~~the ~~which~~generator-equipped istruck. toCoolTech ~~license~~plans ~~our thermal technologies and applications;~~ to ~~license~~put orthis ~~sell~~into aproduction ~~mobile~~as ~~electric~~soon ~~power~~as ~~system;~~final ~~and~~funding tois ~~license our submersible motor dry pit technologies and/or to bring to market our technologies and applications through key distribution and joint venture partners~~secured.

~~While~~Order ~~the~~of ~~Company~~Parts ~~awaits funding to begin continuous production, it has continued to expand its contacts with potential clients -- meeting with government agencies, emergency responders~~ and ~~city officials as well as military engineers and procurement specialists. Specifications for custom applications have been noted and preliminary designs drawn up.~~Components

23As ~~Table~~ of ~~Contents~~September 2021, the Company has acquired enough parts and components to build 5 eMGen 80s and 2 eMGen 125s. It is currently procuring two mobile water purification systems and components for mobile electric vehicle charging systems.

~~The~~23 ~~occurrence~~Table 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.Contents

~~Real~~Unveiling ~~GDP growth, inflation, employment levels, oil prices, interest rates, tax rates, availability~~ of ~~customer~~Initial ~~financing,~~Production ~~foreign~~Run 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.Vehicle

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

~~Amendment~~The itinerary for the showcase event included a tour of ~~Series~~the BSt. ~~Preferred~~Louis ~~Stock~~manufacturing facility and inspection of the first production run eMGen vehicle in operation as it powered a variety of equipment.

OnThe ~~October~~purpose ~~31,~~of ~~2016,~~ the ~~Company~~viewing ~~filed an amended and restated Series B Preferred Stock Certificate of Designation (which~~ was originally filed with the Secretary of State of Nevada on April 19, 2016 and amended on August 12, 2016) to designate 3,636,360 shares as Series B Preferred Stock and to provide for supermajority 66 2/3% voting rights for the Series B Preferred Stock. The Series B Preferred Stock will not ~~bear~~only ~~dividends, will not be entitled~~ to ~~receive~~show ~~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 holdertruck’s ~~option,~~capabilities atbut ~~any time~~ to ~~convert~~get ~~such~~feedback ~~shares~~from ~~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~~attendees.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.

24Mexico’s ~~Table~~population ofis ~~Contents~~expected to grow from 129 million to nearly 150 million by 2050. As a result, energy and water demand should increase significantly.

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

AsAccording ato ~~consequence~~an ofarticle in the ~~first~~NYTimes ~~public~~(https://tinyurl.com/2n76rjy7), ~~demonstration~~Mexico’s ofNational ~~the~~Water ~~eMGen~~Commission 30(CONAGUA) ~~kilovolt~~determined ~~amp~~that ~~(“kVA”)~~in ~~system~~July at2022, ~~the~~eight ~~North~~of ~~America~~Mexico’s ~~International~~32 ~~Auto~~states ~~Show~~were inexperiencing ~~Detroit~~extreme into ~~January~~moderate ~~2017~~drought, ~~the~~resulting ~~Company~~in ~~entered~~1,546 ~~into~~of anthe ~~agreement~~country’s ~~in principle~~2,463 ~~dated~~municipalities ~~February~~confronting 21water shortages, ~~2017~~By mid-July, ~~with~~about ~~Craftsmen~~48 ~~Industries,~~percent ~~Inc.~~of ~~(“Craftsmen~~Mexico’),s aterritory ~~company~~was ~~engaged~~suffering indrought, according to the ~~design~~commission, ~~engineering~~compared ~~and~~with ~~production~~about 28 percent of ~~mobile~~the ~~marketing~~country’s ~~vehicles~~territory during the same period last year. In June of 2021, ~~experiential~~77 ~~marketing~~of Mexico’s ~~platforms~~210 ~~and~~principal ~~industrial~~water ~~mobile~~reservoirs ~~solutions~~were below 25% capacity. For the region encompassing Western North America, this period is now the driest two decades in 1,200 years.

OnWith ~~April~~reservoirs ~~25,~~drying ~~2017,~~and weground ~~delivered~~water tolevels ~~Craftsmen Industries~~declining, water is at a ~~Class~~premium. ~~III~~In ~~Vehicle~~many ~~(Ford~~locations, ~~F-350~~sewage ~~dually)~~water ~~up-fitted~~is ~~with~~reused afor ~~production-ready~~irrigation. ~~eMGen~~Water 30treatment ~~kVA~~is ~~(single~~scarce ~~phase/three~~and ~~phase)~~pollution ~~system~~regulations are rarely enforced.

~~Subsequently,~~As ~~Craftsmen~~long ~~invited~~as ~~the~~investment ~~Company~~in towastewater ~~demonstrate~~treatment ~~its~~lags ~~mobile~~behind ~~generation~~population ~~technology~~growth, ~~and~~large ~~the~~numbers ~~potential~~of ~~benefits~~consumers ~~for~~eating ~~Craftsmen~~raw ~~products~~produce atface ~~Craftsmen’s~~heightened ~~35th~~threats ~~Anniversary~~to ~~Party~~food onsafety ~~April~~from 27diseases such as salmonella, ~~2017~~E Coli and roundworm. ~~Over~~Add ~~100~~unchecked ~~current~~or minimally treated industrial pollution and ~~prospective~~unusually ~~Craftsmen~~large ~~customers~~numbers ~~were~~of cases of cancer and kidney problems have been documented in ~~the~~consumers ~~audience~~living ~~for~~near ~~the~~polluted ~~demonstrations~~waterways.

~~Craftsmen~~While ~~recently~~access ~~signed~~to aelectricity ~~manufacturing~~is ~~contract~~high ~~with~~across ~~Translux-Fair~~the ~~Play. Translux’ Hazelwood~~nation, ~~Missouri~~in ~~facility~~rural ~~encompasses over 45~~areas,~~000~~ ~~square~~power ~~feet~~can ofbe ~~manufacturing~~sporadic ~~space~~or ~~and~~even ~~offers~~non-existent. ~~extensive~~Many ~~laser~~communities, ~~cutting~~particularly ~~and~~in ~~metal~~regions ~~bending~~populated ~~machinery.~~by ~~The~~indigenous ~~contract~~people, ~~significantly~~are ~~enhances~~still ~~Craftsmen’s~~not ~~capabilities~~connected to ~~produce boxes and control panels for~~ the ~~eMGen~~grid. ~~Systems~~They ~~and~~rely ~~the~~on ~~vehicles~~diesel ~~they’re~~generators ~~upfitted~~ to, ~~but~~light ~~also~~homes ~~all the eMGen’s optional tasks~~ and ~~capabilities,~~draw ~~including welding,~~ water ~~purification~~from ~~and~~shrinking ~~solar power~~aquifers.

~~Not~~Interest ~~only~~from ~~will~~Mexican ~~basic~~authorities ~~production~~is behigh ~~optimized~~in ~~and~~the ~~improved,~~eMGen ~~but~~systems ~~control~~as ~~panels~~they ~~and~~seek ~~displays~~to ~~should~~mitigate bethe ~~upgraded.~~effects ~~CoolTech~~of isdrought ~~expected~~and toguarantee ~~benefit~~access ~~from~~to ~~Translux’~~drinking ~~electronics~~water ~~expertise~~as ~~which~~well ~~has~~as ~~been~~provide ~~refined~~a ~~through~~consistent ~~their~~source ~~years~~ of ~~manufacturing~~electricity ~~digital~~and ~~scoring~~mobile ~~panels~~medical services for ~~sporting~~underserved ~~arenas and ball parks~~populations.

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

OnConversations ~~January~~are ~~18,~~ongoing ~~2018,~~and ~~the~~interested ~~Company~~politicians ~~entered~~are ~~into~~helping anto ~~agreement with Aon Risk Services Central~~promote, ~~Inc.~~coordinate and ~~Lee~~refine ~~and Hayes, PLLC, through its operating unit, 601West, which provides intellectual property (“IP”) analytics, to assess~~ the ~~value of the~~ Company’s ~~IP.~~approach Asto ~~set~~secure ~~forth~~funding infor ~~the~~pilot ~~agreement~~programs, ~~the~~full ~~assessment~~blown ~~will~~projects beand ~~founded~~purchases ~~on historically demonstrated or contractually committed profit-earning capacities~~ of ~~our~~eMGen IPsystems and ~~may be used to obtain financing, including but not limited to, non-dilutive financing~~vehicles. ~~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~~Mexican ~~eMGen 80 Demonstration in Fort Collins, Colorado~~Government

On May 413, ~~2018~~2019, ~~nine~~government ~~representatives~~officials ~~from~~and ~~Mexico’s~~fruit ~~farming,~~growers ~~banking,~~were ~~and~~at ~~government~~Craftsmen ~~sectors~~Industries ~~flew~~in toSt. ~~Fort~~Louis ~~Collins, Colorado~~ for a ~~live~~review ~~demonstration~~ of CoolTech’s generator-equipped truck. The demonstration showcased the capabilities and ease of operation of the system. The Company demonstrated how an operator is able to control the generator from the comfort and safety of the truck’s cab using a ~~Panasonic~~first ~~Toughpad.~~run ~~The~~eMGen ~~Company~~80 ~~also~~production ~~used~~vehicle ~~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~~purification/desalination ~~using batteries and solar power to make operations more sustainable and environmentally friendly were discussed with the attendees~~options.

A24 ~~representative~~Table ~~from one~~ of ~~the Mexican farming producers’ unions approved the generator-equipped truck. CoolTech plans to put this into production as soon as final funding is secured.~~ 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.”

~~Order~~Introduction of ~~Parts and Components~~options

AsDuring ofthe ~~September~~fourth ~~2021~~quarter of 2019, the Company has ~~acquired~~introduced ~~enough~~options, ~~parts~~which ~~and~~include ~~components~~an ~~to build 5~~ eMGen ~~80s~~System ~~and~~that 2generates ~~eMGen~~up ~~125s.~~to It200 iskVA ~~currently~~of ~~procuring~~electric ~~two~~power, ~~mobile~~ water purification ~~systems~~ and ~~components~~desalination ~~for mobile electric vehicle charging~~ systems.

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

OnThe ~~March~~truck-mounted ~~27,~~units ~~2019~~cleanse contaminated, ~~the~~polluted ~~Company~~and ~~unveiled~~wastewater or remove saline from saltwater. Submerge the ~~initial~~input ~~production~~pipe ~~run~~into ofany ~~its~~water ~~mobile~~source. ~~power~~Chemicals, ~~generation~~particulates, ~~(eMGen)~~salts, ~~work~~heavy ~~trucks~~metals, ~~for~~bacteria, ~~inspection~~viruses byand another ~~audience~~impurities are removed. Six levels of ~~agricultural~~water ~~and~~purification ~~community~~output ~~leaders~~a range of water qualities from ~~Latin~~clean ~~America~~potable atwater ~~Craftsmen~~for ~~Industries~~drinking and cooking tor non-potable water for agricultural or other commercial and emergency usage.

The ~~itinerary~~eMGen ~~for~~systems ~~the~~as ~~showcase~~well ~~event~~as ~~included~~the apurification ~~tour~~and ofdesalinization ~~the~~units ~~St.~~feature ~~Louis~~fully ~~manufacturing~~automated ~~facility~~controls and ~~inspection~~monitoring. ofA ~~the~~Panasonic ~~first~~Toughpad ~~production~~tablet ~~run~~provides ~~eMGen~~a ~~vehicle~~rugged intouchscreen interface for operation asfrom itthe ~~powered~~truck cab or anywhere within a ~~variety~~300 offoot ~~equipment~~radius. When outfitted with the optional telematics package, the systems can be remotely controlled and monitored from distant locations.

The ~~purpose~~next generation of ~~the~~eMGens ~~viewing~~will ~~was~~include ~~not~~a ~~only~~solar-powered generator system with a built-in water purification unit that makes seawater desalination sustainable. The system pumps and purifies up to ~~show~~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 ~~truck’s~~batteries ~~capabilities~~are ~~but~~drained, the systems shift to ~~get~~fuel ~~feedback~~power ~~from~~for 24 hour operation. The solar panels collapse and fold, so the ~~attendees~~entire system fits easily in the bed of a work truck.

~~Mexico’s~~Rugged, ~~population~~reliable isand ~~expected~~versatile, tothe ~~grow~~eMGen ~~from~~trucks ~~129~~are ~~million~~designed to ~~nearly~~operate ~~150~~in ~~million~~extreme ~~by 2050~~environments. AsA avariety ~~result,~~of ~~energy~~capabilities ~~and~~handle ~~water~~a ~~demand~~variety ~~should~~of ~~increase~~needs ~~significantly.~~including:

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

~~According~~The toapplications anfor ~~article in the NYTimes (https://tinyurl.com/2n76rjy7)~~hurricanes, ~~Mexico’s National Water Commission (CONAGUA) determined that in July 2022~~floods, ~~eight~~earthquakes ofand ~~Mexico’s~~other 32natural ~~states~~disasters ~~were~~are ~~experiencing extreme to moderate drought~~obvious, ~~resulting~~others inless 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 yearso. ~~In June of 2021, 77 of Mexico’s 210 principal water reservoirs were below 25% capacity. For the region encompassing Western North America, this period is now the driest two decades in 1,200 years.~~

~~With~~Here ~~reservoirs~~are ~~drying and ground water levels declining, water is at~~ a ~~premium.~~few Incommon ~~many~~yet ~~locations,~~relatively ~~sewage~~unknown ~~water~~problems isthe ~~reused~~system ~~for irrigation. Water treatment is scarce~~ and ~~pollution~~units ~~regulations are rarely enforced.~~ address:

As· ~~long~~In aspoorly ~~investment~~served inor ~~wastewater~~third ~~treatment~~world ~~lags~~countries, ~~behind~~irregular ~~population~~power ~~growth,~~service ~~large~~prevents ~~numbers~~farmers from irrigating on a regular schedule which reduces the size of ~~consumers~~the ~~eating~~harvest. ~~raw~~· ~~produce~~In ~~face~~areas ~~heightened~~where ~~threats~~water tables are dropping, powerful pumps are required to ~~food~~pull ~~safety~~water up from ~~diseases~~deep ~~such~~underground. asA ~~salmonella,~~mobile Epump ~~Coli~~is ~~and~~far ~~roundworm~~more cost effective than permanent ones positioned out in the fields. ~~Add~~· ~~unchecked~~Use orof ~~minimally~~polluted ~~treated~~irrigation ~~industrial~~water ~~pollution~~stunts crops and ~~unusually~~restricts ~~large~~sales ~~numbers~~which oflimit ~~cases~~farmers’ incomes. · Over-pumping of ~~cancer~~aquifers enables saltwater intrusion to contaminate coastal water supplies. Water must either be pumped and ~~kidney~~transported ~~problems~~from ~~have~~further ~~been~~away ~~documented~~or invery ~~consumers~~expensive ~~living~~desalination ~~near~~plants ~~polluted~~must ~~waterways~~be built to remove the salt. The plants can take years to build.

~~While~~25 ~~access~~Table toof electricity is high across the nation, in rural areas, power can be sporadic or even non-existent. Many communities, particularly in regions populated by indigenous people, are still not connected to the grid. They rely on diesel generators to light homes and draw water from shrinking aquifers.Contents

26Consider ~~Table~~the Texas Freeze in February of ~~Contents~~2021. Power failures at water treatment plants necessitated boil water orders. Burst pipes and dripping faucets dropped water reserves to dangerously low levels.

~~Interest~~More ~~from~~than ~~Mexican~~800 ~~authorities~~public iswater ~~high~~systems inserving ~~the~~162 ~~eMGen~~of ~~systems~~the asstate’s ~~they~~254 ~~seek~~counties towere ~~mitigate~~disrupted. ~~the~~Over ~~effects~~13 ofmillion ~~drought~~people ~~and~~were ~~guarantee~~left ~~access~~without tosafe drinking water. asThe ~~well~~town ~~as provide a consistent source~~ of ~~electricity~~Kyle ~~and~~almost ~~mobile~~went ~~medical services for underserved populations~~dry.

~~Through~~Cities ~~the~~opened ~~efforts~~water ofdistribution ~~its representatives in the country~~sites, ~~the~~water ~~Company~~was ~~has~~trucked ~~been~~ in ~~contact with and in some cases made presentations~~ to ~~CONAQUA~~flush ~~as well as cabinet secretaries~~toilets, ~~senators,~~homeowners ~~representatives~~melted icicles and ~~deputies~~snow atfor ~~the~~drinking ~~federal level; to governors~~water, ~~legislators,~~medical ~~commissioners~~workers ~~and~~resorted ~~municipal presidents at the state level and~~ to ~~mayors~~using ~~and~~bottled ~~county and local politicians in cities and towns beset by energy and~~ water ~~problems.~~for ~~Private~~chemotherapy ~~entities such as distilleries, fruit growers, cattle rancher’s associations and mining companies have also requested information~~treatments.

~~Conversations~~As ~~are~~the ~~ongoing~~number ~~and~~of ~~interested~~natural ~~politicians~~disasters ~~are~~(severe ~~helping~~storms, toextreme ~~promote~~heat, ~~coordinate~~flooding, droughts and ~~refine~~wildfires ~~the~~as ~~Company’s~~well ~~approach~~as totropical, subtropical, ~~secure~~and ~~funding~~extratropical ~~for~~cyclones) ~~pilot~~increase ~~programs~~in frequency and intensity, ~~full~~the ~~blown~~Company ~~projects~~sees ~~and~~increasing ~~purchases~~opportunities offor ~~eMGen~~mobile ~~systems~~power generation particularly for medium and ~~vehicles~~high voltage outputs.

~~Mexican Government~~KeyOptions

On May 1330, 2019, ~~government~~the ~~officials~~Company ~~and~~entered ~~fruit~~into ~~growers~~a ~~were~~joint atventure ~~Craftsmen~~agreement ~~Industries~~(“JV”) inwith ~~St.~~KeyOptions ~~Louis~~Pty ~~for~~Ltd., a ~~review~~privately ofheld atechnology ~~first~~and ~~run~~security ~~eMGen~~provider 80based ~~production~~in ~~vehicle~~Victoria, ~~and water purification/desalination options~~Australia.

~~Among~~KeyOptions ~~the~~develops ~~politicians in attendance was Congressman Efraín Rocha Vega who is Secretary of the Commission of Development~~ and ~~Rural,~~markets ~~Agricultural~~products ~~and~~for ~~Food Self-sufficiency Conservation~~governments, adefense ~~member~~contractors ~~of the commission of Livestock~~ and ~~the~~other ~~commission~~commercial ofapplications ~~Environment,~~to ~~Sustainability,~~counter ~~Climate~~security ~~Change~~ and ~~Natural~~cyber ~~Resources~~threats. ~~Subsequent to the event, in an official Congressional Letter of Support, dated May 20, 2019, Congressman Rocha wrote: “~~The ~~successful~~Company ~~demonstration~~will ofprovide ~~these~~a ~~technologies~~license ~~further~~for ~~strengthens~~ the ~~Mexican~~JV ~~Government’s~~to ~~support~~market ofand ~~Mexican~~sell ~~entities that desire to purchase~~ CoolTech’s ~~products,~~entire asproduct ~~well~~platform asin ~~affirms~~Australia ~~our~~and ~~position~~neighboring tocountries ~~provide financial assistance to such entities.” The letter can be viewed~~ in ~~its~~Southeast ~~entirety at: http://www~~Asia.~~cooltechnologiesinc.com/content/pdf/MexicanLegislationandFinancialAssistanceLetter.pdf.~~

~~Introduction~~Strategic ~~of options~~Alliance:

~~During~~On ~~the~~December ~~fourth~~16, ~~quarter of~~ 2019, the Company ~~has~~signed ~~introduced~~a ~~options,~~cross ~~which~~marketing ~~include~~and licensing agreement with VerdeWatts, LLC., an ~~eMGen~~energy ~~System~~generation ~~that~~and ~~generates~~storage upcompany toencompassing ~~200~~everything ~~kVA~~from ofmobile ~~electric~~solar power, ~~water~~generation ~~purification~~systems to large scale biogas turbine installations. Pursuant to the agreement VerdeWatts and ~~desalination~~the ~~systems~~Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.

~~The~~Like ~~Company~~CoolTech’s mobile ~~electric~~power generation ~~system~~systems (“eMGen”), ~~offers~~VerdeWatts’ ~~optional~~products 30are toscalable ~~125 kVA water purification~~ and ~~desalination~~offer ~~units~~the ~~capable~~ability ~~of producing 2,800~~ to ~~14,000~~bring ~~gallons~~power ofnearly ~~potable~~anywhere ~~water~~it ~~per~~is ~~day~~needed. ~~Assuming~~Their ~~the~~proprietary ~~average~~Smart ~~person~~Solar ~~needs~~Power 2Generation ~~liters~~Units ~~per~~and ~~day,~~energy ~~10,000~~storage ~~gallons~~systems iscombine ~~enough~~to ~~for~~deliver ~~26,498~~sustainable ~~people.~~power Iflong ~~delivery~~after isthe ~~required,~~sun anhas ~~eMGen truck can also tow a water tanker~~set.

The ~~truck-mounted~~agreement ~~units~~with ~~cleanse~~VerdeWatts ~~contaminated,~~also ~~polluted~~included a cross marketing and ~~wastewater~~royalty orfree ~~remove~~non-exclusive ~~saline~~licensing ~~from~~agreement ~~saltwater~~with FirmGreen, Inc., ~~Submerge~~a ~~the~~water ~~input~~treatment ~~pipe~~facilities ~~into~~developer ~~any~~that ~~water~~works ~~source.~~closely ~~Chemicals,~~with ~~particulates,~~VerdeWatts ~~salts,~~to ~~heavy~~create ~~metals,~~a ~~bacteria,~~suite ~~viruses~~of ~~and~~synergistic ~~other~~products ~~impurities~~that ~~are~~address ~~removed~~significant needs in the global marketplace. ~~Six~~FirmGreen ~~levels~~specializes ofin water purification ~~output~~and adesalination ~~range~~technologies. ofTheir ~~water~~mobile, ~~qualities~~solar ~~from~~and ~~clean~~container ~~potable~~applications feature 6 levels of water purification for ~~drinking~~unrivaled drinkability. Pursuant to the agreement FirmGreen and ~~cooking~~the ~~tor~~Company each granted the other a royalty free non-~~potable~~exclusive ~~water~~license ~~for~~to ~~agricultural~~certain orpatents ~~other~~which ~~commercial~~license ~~and~~is ~~emergency~~subject ~~usage~~to certain future negotiation.

~~The~~CoolTech’s eMGen ~~systems~~platform asmakes ~~well as~~ the ~~purification~~companies’ ~~and~~product ~~desalinization~~offering ~~units~~complete ~~feature~~with ~~fully~~mobile ~~automated~~power ~~controls and monitoring~~generation. AIt ~~Panasonic Toughpad tablet~~ provides athe ~~rugged~~capability ~~touchscreen~~to ~~interface~~power ~~for~~everything ~~operation~~ from ~~the~~irrigation ~~truck~~for ~~cab~~farms orand ~~anywhere~~water ~~within~~purification afor ~~300~~rural ~~foot~~areas ~~radius.~~to ~~When~~electric ~~outfitted~~vehicle ~~with~~charging ~~the~~and ~~optional~~fast ~~telematics~~charging ~~package,~~in the ~~systems~~urban ~~can be remotely controlled and monitored from distant locations~~ones.

~~The~~Consider ~~next~~the ~~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 43,~~500~~000 gallons ~~of potable water~~ per day. ~~It can be set up~~ and ~~operated~~interfaces ~~anywhere~~with aCoolTech’s ~~four-wheel~~eMGen ~~drive~~system ~~vehicle can go. Once the batteries are drained, the systems shift to fuel power~~ for 24 -hour operation. The solar panels collapse and fold together, so the entire system fits easily in the bed of a work truck. It can be set up and operated anywhere a four-wheel drive vehicle can reach. All of these systems are patent protected and cross licensed to each of the three companies.

2726 Table of Contents

~~Rugged,~~FirmGreen ~~reliable~~ and ~~versatile,~~VerdeWatts have a global presence with projects on 3 continents. The largest encompasses the ~~eMGen~~installation ~~trucks~~of ~~are~~14 ~~designed~~natural gas generators to ~~operate~~produce inover ~~extreme~~60 ~~environments~~megawatts (MW) of power. AThe ~~variety~~generators will be integrated with 50 megawatt hours of ~~capabilities~~battery ~~handle~~storage and another 6 MW of solar to ensure a ~~variety~~consistent flow of ~~needs~~power. ~~including:~~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.

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

~~The~~In ~~applications~~fact, ~~for~~by ~~hurricanes~~combining their respective technologies: energy generation, ~~floods~~energy storage and load management controls into a single suite of products, ~~earthquakes~~the companies create what is called a “microgrid”. Varying combinations of energy sources such as solar, wind, biogas and ~~other~~eMGen ~~natural~~systems ~~disasters~~both ~~are~~backup ~~obvious~~and supplement one another to provide consistent, ~~others~~uninterrupted ~~less~~primary sopower even during severe weather or other emergency situations.

~~Here~~The ~~are~~synergies abetween ~~few~~the ~~common~~companies ~~yet~~extend ~~relatively~~beyond ~~unknown~~water ~~problems~~purification ~~the~~and ~~system~~power generation. VerdeWatts’ wind and ~~units~~gas ~~address:~~turbines and generators which produce electric power can all be improved by CoolTech’s thermal reduction technologies.

·Export InImport ~~poorly~~Bank ~~served or third world countries, irregular power service prevents farmers from irrigating on a regular schedule which reduces the size~~ of the ~~harvest.~~United · 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.States

~~Consider~~With the ~~Texas~~help ~~Freeze~~of inVerdeWatts ~~February~~and FirmGreen, CoolTech has initiated a relationship with the Export-Import Bank of ~~2021~~the United States (EXIM), a U.S. ~~Power~~government ~~failures~~agency atwhose ~~water~~sole ~~treatment~~mission ~~plants~~is ~~necessitated~~to ~~boil~~support ~~water~~U.S. ~~orders~~exports. ~~Burst~~The ~~pipes~~bank ~~and~~fulfills ~~dripping~~its ~~faucets~~mission ~~dropped~~by ~~water~~offering ~~reserves~~very cost-effective financing for international customers and project developers to ~~dangerously~~purchase ~~low~~U.S.-made ~~levels~~services and purchase or lease U.S.-made goods.

~~More~~To ~~than~~that ~~800~~end, ~~public~~the ~~water~~two ~~systems~~companies ~~serving~~applied ~~162~~to offinance the ~~state’s~~Mexican ~~254~~projects ~~counties~~referenced ~~were disrupted~~above. ~~Over~~CoolTech 13also ~~million~~sent ~~people~~product ~~were~~information ~~left~~for ~~without~~due ~~safe~~diligence ~~drinking~~review ~~water~~by the technical team at EXIM bank. ~~The~~Subsequently, ~~town~~CoolTech has received a Letter of ~~Kyle~~Interest ~~almost~~from ~~went~~EXIM, ~~dry.~~however, there cannot be any assurance that EXIM will provide any funding to the Company.

~~Cities~~Sales opened water 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.Agent

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

On ~~May~~January 3026, ~~2019~~2021, the Company ~~entered~~signed ~~into~~an aindependent ~~joint~~agent ~~venture~~ agreement ~~(“JV”)~~ with ~~KeyOptions~~H&K ~~Pty Ltd.~~Ventures, aLLC ~~privately~~of ~~held~~Morganhill, ~~technology~~California. ~~and~~H&K ~~security~~will ~~provider~~act ~~based~~as inthe ~~Victoria,~~Company’s ~~Australia~~independent agent.

~~KeyOptions~~The ~~develops~~principals of 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 ~~products~~in ~~for~~Eastern ~~governments~~Europe, ~~defense~~the ~~contractors~~Middle East and ~~other~~Africa. ~~commercial~~The ~~applications~~agreement todescribes ~~counter~~the ~~security~~agent’s duties as “generating revenue, and ~~cyber~~investment ~~threats.~~funding, ~~The~~for the Company ~~will~~from ~~provide~~various aorganizations ~~license~~including ~~for~~investment funds, end-users, channel partners, integrators, and OEMs.” To that end, H&K has requested quotes from the JVCompany for eMGen 200 to ~~market~~300 ~~and~~kVA ~~sell~~systems ~~CoolTech’s~~with ~~entire~~mobile ~~product~~water ~~platform~~desalination incapabilities ~~Australia~~of ~~and~~up ~~neighboring~~to ~~countries~~900,000 ingallons ~~Southeast~~per ~~Asia~~day.

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

OnThe ~~December~~former ~~16,~~has ~~2019,~~joined the Company’s ~~signed~~advisory aboard ~~cross~~while ~~marketing~~the ~~and~~diplomat ~~licensing~~introduced ~~agreement~~CoolTech ~~with~~products ~~VerdeWatts,~~at ~~LLC.,~~ an ~~energy~~African ~~generation~~technical ~~and~~summit ~~storage~~attended ~~company~~by ~~encompassing~~representatives ~~everything~~ from ~~mobile~~54 ~~solar power generation systems to large scale biogas turbine installations~~countries. ~~Pursuant to the agreement VerdeWatts and the Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.~~

~~Like~~27 ~~CoolTech’s~~Table ~~mobile~~of power generation systems (“eMGen”), VerdeWatts’ products are scalable and offer the ability to bring power nearly anywhere it is needed. Their proprietary Smart Solar Power Generation Units and energy storage systems combine to deliver sustainable power long after the sun has set.Contents

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

The ~~agreement~~Company ~~with~~has ~~VerdeWatts~~ordered ~~also~~two ~~included~~reverse aosmosis ~~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~~units ~~desalination technologies. Their mobile, solar~~ and ~~container~~an ~~applications~~electric ~~feature~~vehicles ~~6 levels of water purification for unrivaled drinkability~~charger. ~~Pursuant to the agreement FirmGreen and the Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.~~

~~CoolTech’s~~In ~~eMGen~~May ~~platform~~of ~~makes~~2021, the ~~companies’~~Company ~~product~~ordered ~~offering~~a ~~complete~~reverse ~~with~~osmosis ~~mobile~~system ~~power~~capable ~~generation.~~of Ittreating ~~provides~~4,500 ~~the~~gallons ~~capability~~of tobrackish ~~power~~water ~~everything~~per ~~from~~day. ~~irrigation~~That ~~for~~was ~~farms~~followed ~~and~~by ~~water~~a ~~purification~~100 ~~for~~kW, ~~rural~~mode ~~areas~~4 toDC, electric vehicle charger capable of simultaneous charging and ~~fast~~dynamic ~~charging~~load distribution. The Company ordered a second reverse osmosis system capable of treating 4,500 gallons of brackish water per day in ~~the~~July ~~urban~~of ~~ones~~2021.

~~Consider~~A ~~the~~reverse ~~solar-powered~~osmosis ~~generator~~ system ~~with~~and aan ~~built-in~~electric ~~water~~vehicle ~~purification~~charger ~~unit~~were ~~that~~delivered ~~makes seawater desalination sustainable. The system pumps and purifies up~~ to ~~3,000~~Craftsmen ~~gallons~~Industries ~~per day and interfaces with CoolTech’s eMGen system~~ for ~~24-hour~~installation ~~operation. The solar panels collapse and fold together, so the entire system fits easily~~ in the ~~bed~~beds of athe ~~work~~test ~~truck.~~vehicles Itreferenced ~~can~~in beNote ~~set up and operate anywhere a four-wheel drive vehicle can reach~~3. The ~~All~~Company ofis ~~these~~awaiting ~~systems~~the ~~are~~delivery ~~patent protected and cross licensed to each~~ of the ~~three~~second ~~companies~~reverse osmosis system.

~~FirmGreen~~Results ~~and VerdeWatts have a global presence with projects on 3 continents. The largest encompasses the installation~~ of 14 natural gas generators to produce over 60 megawatts (MW) of power. The generators will be integrated with 50 megawatt hours of battery storage and another 6 MW of solar to ensure a consistent flow of power. VerdeWatts 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. Operations

~~Together~~The ~~the~~following ~~companies~~table ~~can~~sets ~~create~~forth, anfor ~~energy~~the orperiods ~~utility ecosystem that can enable less developed countries to leapfrog non-existent~~indicated, ~~inadequate~~condensed orconsolidated ~~failing~~statements ~~infrastructure~~of tooperations ~~deliver~~data. ~~reliable~~The ~~power~~table and ~~water~~the ~~quickly,~~discussion ~~sustainably~~below ~~and~~should ~~cost~~be ~~effectively~~read toin ~~their~~conjunction ~~citizens,~~with ~~agriculture~~the ~~and~~accompanying ~~other~~condensed ~~businesses.~~consolidated ~~The~~financial ~~scale~~statements and ~~impact can reach from~~ the ~~individual~~notes ~~farms~~thereto, ~~and~~appearing ~~villages~~elsewhere toin ~~cities~~this ~~and regions~~report.

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

	Three months ended June 30,
	2023			2022			Change			%
Revenues	$	--		$	--			N/A			N/A

Operating expenses
Consulting		80,000			155,894			(75,894	)		(48.7	)%
Payroll and related expenses		97,424			88,862			8,562			9.6	%
Professional fees		90,561			38,660			51,901			134.2	%
General and administrative		35,351			32,252			3,099			9.6	%
Research and development		4,964			4,963			1			0.0	%
Total operating expenses		308,300			320,631			(12,331	)		(3.8	)%

Interest expense, net		(167,674	)		(141,638	)		(26,036	)		18.4	%
Change in fair value of derivative liability		(35,066	)		(115,167	)		80,101			(69.6	)%
Loss on sale of inventory		(11,484	)		--			(11,484	)		100.0	%
Loss on settlement of debt		--			(14,495	)		14,495			(100.0	)%

Net loss		(522,524	)		(591,931	)		69,407			(11.7	)%

Less: Noncontrolling interest		744			1,221			(477	)		(39.1	)%

Net loss to shareholders	$	(521,780	)	$	(590,710	)	$	68,930			(11.7	)%

~~The~~28 ~~synergies~~Table ~~between~~of 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.Contents

Export Import Bank of the United States

	Six months ended June 30,
	2023			2022			Change			%
Revenues	$	--		$	--			N/A			N/A

Operating expenses
Consulting		186,000			236,894			(50,894	)		(21.5	)%
Payroll and related expenses		186,270			178,359			7,911			4.4	%
Professional fees		117,945			131,877			(13,932	)		(10.6	)%
General and administrative		44,831			58,048			(13,217	)		(22.8	)%
Research and development		9,928			9,927			1			0.0	%
Total operating expenses		544,974			615,105			(70,131	)		(11.4	)%

Interest expense, net		(364,086	)		(387,302	)		23,216			(6.0	)%
Change in fair value of derivative liability		12,011			(151,584	)		163,595			(107.9	)%
Loss on sale of inventory		(11,484	)		--			(11,484	)		(100.0	)%
Loss on settlement of debt		--			(14,495	)		14,495			(100.0	)%

Net loss		(908,533	)		(1,168,486	)		259,953			(22.2	)%

Less: Noncontrolling interest		496			1,053			(557	)		(52.9	)%

Net loss to shareholders	$	(908,037	)	$	(1,167,433	)	$	259,936			(22.2	)%

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

29During ~~Table~~the three months ended June 30, 2023, and since inception, the Company has not generated any revenues. Cool Technologies generated its first Mobile Generation order during the quarter ended June 30, 2014 and received a partial deposit in advance of ~~Contents~~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.

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

~~Sales~~Consulting ~~Agent~~expense decreased from $155,894 for the three months ended June 30, 2022 to $80,000 for the three months ended June 30, 2023 and during the six months ended June 30 from $236,894 in 2022 to $186,000 in 2023. The primary reason for the decrease during both periods was that as of April 2023, due to the death of Quentin Ponder, the Company stopped accruing payments to Summit Management. In addition, there was a one-time payment of $10,500 to a funding consultant during the second quarter of 2022.

InPayroll ~~January~~and ~~2021~~related expenses increased from $88,862 for the ~~Company~~three ~~terminated~~months ~~its~~ended ~~independent~~June ~~agent~~30, ~~agreement~~2022 ~~with~~to ~~Gaia~~$97,424 ~~Energy~~for ofthe ~~Gdansk~~three months ended June 30, ~~Poland~~2023 and during the six months ended June 30 from $178,359 in 2022 to $186,270 in 2023 due to an increase in the salary accrued for one of the officers.

OnProfessional ~~January~~fees 26increased from $38,660 ~~2021~~for the three months ended June 30, 2022 to $90,561 for the ~~Company~~three ~~signed~~months anended ~~independent~~June ~~agent~~30, ~~agreement~~2023, ~~with~~yet ~~H&K~~they ~~Ventures~~decreased during the six months ended June 30 from $131,877 ~~LLC~~in of2022 ~~Morganhill~~to $117,945 ~~California~~in 2023. ~~H&K~~The ~~will~~increase ~~act~~in asprofessional fees during the three month period reflects the timing of an invoice to the auditors for their services on the Company’s ~~independent~~annual ~~agent~~report. The decrease in professional fees during the six month period reflects a decrease in legal fees due to reduced activity leading up to the settlement of the litigation and arbitration with PGC Investments, LLC.

~~The~~General ~~principals~~and ofadministrative ~~H&K~~expenses ~~were~~increased ~~also~~by ~~part~~$3,099 offrom ~~Gaia Energy. Consequently~~$32,252 for the ~~agreement~~three ~~and~~months ~~the~~ended ~~expertise~~June ~~provided~~30, by2022 to ~~H&K~~$35,351 ~~are~~for ~~essentially~~ the ~~same.~~three ~~H&K~~months ~~will~~ended ~~concentrate~~June ~~on developing markets in Eastern Europe~~30, ~~the Middle East and Africa~~2023. ~~The~~They ~~agreement~~decreased ~~describes~~during the ~~agent’s~~six ~~duties~~months asended ~~“generating~~June ~~revenue,~~30 ~~and~~from ~~investment funding~~$58,048 ~~for~~in ~~the~~2022 ~~Company~~to ~~from various organizations including investment funds~~$44,831 ~~end-users,~~in ~~channel~~2023 ~~partners,~~due ~~integrators,~~primarily ~~and~~to ~~OEMs.”~~a Toreduction ~~that~~in ~~end,~~the ~~H&K~~services ~~has~~provided ~~requested~~by ~~quotes from~~ the Company’s ~~for~~transfer ~~eMGen~~agent ~~200~~which toresulted ~~300~~in ~~kVA~~a ~~systems~~reduction ~~with~~in ~~mobile~~fees ~~water desalination capabilities of up to 900,000 gallons per day~~charged.

~~Team~~Research ~~members~~and ofdevelopment ~~H&K~~expenses ~~Ventures~~remained ~~include~~the ~~executives~~same ~~with~~for ~~more~~the ~~than~~respective ~~twenty-five~~periods during both years’. ~~experience~~For ~~with~~the ~~Panasonic,~~three ~~Ford~~months ~~Motor~~ended ~~Company~~June 30, ~~Electronic~~2022, ~~Data~~it ~~Systems~~totaled $4,963 and for the USthree ~~Air~~months ~~Force~~ended inJune ~~the~~30, ~~fields~~2023, ofit ~~advanced~~totaled ~~technologies~~$4,964. ~~and~~For anthe ~~African~~six ~~diplomat~~months ~~with~~ended aJune ~~thirty-year~~30, ~~background~~2022 ~~working~~and ~~with~~2023, ~~and~~it ~~for~~totaled ~~diplomatic~~$9,927 ~~missions~~and $9,928, ~~non-governmental~~respectively, ~~organizations~~as ~~and~~the ~~international~~Company ~~disasters~~continued ~~and~~to ~~aid~~focus ~~management~~on ~~services.~~the commercialization of the Company’s eMGen system.

~~The~~29 ~~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~~Other ~~and~~Income ~~Delivery of Water Units~~ and ~~Charger~~Expense

~~The~~Interest ~~Company~~expense ~~has~~increased ~~ordered~~from ~~two~~$141,638 ~~reverse~~for ~~osmosis~~the ~~water~~three ~~purification~~months ~~units~~ended June 30, 2022 to $167,674 for the three months ended June 30, 2023 and andecreased ~~electric~~during ~~vehicles~~the ~~charger~~six months ended June 30 from $387,302 in 2022 to $364,086 in 2023 due to a variance in the amortization of the debt discount during their respective time periods covered. Specifically, there was more amortization of debt discount in the first quarter of 2022 and more amortization during the second quarter of 2023. The change in fair value of derivative liability decreased from $115,167 for the three months ended June 30, 2022 to $35,066 for the three months ended June 30, 2023 and during the six months ended June 30 from $151,584 to ($12,011) due to a reduction in derivative liabilities and stock price.

InNet ~~May~~Loss 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~~Noncontrolling ~~load distribution. The Company ordered a second reverse osmosis system capable of treating 4,500 gallons of brackish water per day in July of 2021.~~interest

AAs ~~reverse~~Cool ~~osmosis~~Technologies ~~system~~has ~~and~~incurred anlosses ~~electric~~since ~~vehicle~~inception, ~~charger~~it ~~were~~has ~~delivered~~not torecorded ~~Craftsmen~~any ~~Industries~~income ~~for~~tax ~~installation~~expense inor benefit. Accordingly, the ~~beds~~Company’s ofnet ~~the~~loss ~~test~~is ~~vehicles~~driven ~~referenced~~by inoperating ~~Note~~and 3other expenses. ~~The~~ ~~Company~~Noncontrolling isinterest ~~awaiting~~represents the ~~delivery~~5% ofthird-party ~~the~~ownership ~~second~~in ~~reverse~~UPT, ~~osmosis~~which ~~system~~is subtracted to calculate net loss to shareholders.

~~Results~~Liquidity ofand ~~Operations~~Capital Resources

~~The~~We ~~following~~have ~~table~~historically ~~sets~~met ~~forth,~~our ~~for~~liquidity requirements primarily through the ~~periods~~public ~~indicated,~~sale ~~condensed~~and ~~consolidated~~private ~~statements~~placement of ~~operations~~equity ~~data.~~securities, ~~The~~debt ~~table~~financing, and ~~the~~exchanging ~~discussion~~common ~~below~~stock ~~should~~warrants beand ~~read~~options infor ~~conjunction~~professional ~~with~~and ~~the~~consulting ~~accompanying~~services. ~~condensed~~On ~~consolidated~~June ~~financial~~30, ~~statements~~2023, ~~and~~we ~~the~~had ~~notes~~cash ~~thereto,~~and ~~appearing~~cash ~~elsewhere~~equivalents inof ~~this report~~$142.

	Three months ended March 31,
	2023			2022			Change			%
Revenues	$	--		$	--			N/A			N/A
Operating expenses
Professional fees		27,384			93,217			(65,833	)		(70.6	)%
Payroll and related expenses		88,846			89,497			(651	)		(0.7	)%
Consulting		106,000			81,000			25,000			30.9	%
General and administrative		9,480			25,796			(16,316	)		(63.3	)%
Research and development		4,964			4,964			--			0.0	%
Total operating expenses		236,674			294,474			(57,800	)		(19.6	)%
Interest expense, net		(196,412	)		(245,664	)		49,252			20.0	%
Change in fair value of derivative liability		47,077			(36,417	)		83,494			(229.3	)%
Net loss		(386,009	)		(576,555	)		190,546			(33.0	)%
Less: Noncontrolling interest		(248	)		(168	)		(80	)		47.6	%
Net loss to shareholders	$	(385,761	)	$	(576,387	)	$	190,626			(33.1	)%

Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $8,238,361 and $7,792,632 on June 30, 2023 and December 31, 2022, respectively. The increase in negative working capital was due to increases in accounts payable, accrued interest payable, accrued liabilities - related party, and accrued payroll taxes. To that end, we owe approximately $949,357 for convertible notes that mature in the next nine months and we owe another $1,359,000 in notes payable and currently have another $1,078,500 in promissory notes in default. Based on its current forecast and budget, management believes that its cash resources will not be sufficient to fund its operations through the end of the third quarter. Unless the Company can generate sufficient revenue from the execution of the Company’s business plan, it will need to obtain additional capital to continue to fund the Company’s operations. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease operations.

30February ~~Table~~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 ~~Contents~~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. Beginning November 22, 2021, the investor has amended the agreement, extending the maturity date through June 15, 2023. As of June 30, 2023, the remaining balance totaled $169,950.

~~Revenues~~30 Table of Contents

~~During~~March ~~the~~Convertible ~~three~~Note ~~months~~-- ~~ended~~On March 3124, ~~2023~~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 ~~since~~a ~~inception~~block of 2,500,000 ~~the~~shares ~~Company~~of ~~has~~restricted ~~not~~common ~~generated~~stock ~~any~~as ~~revenues.~~well ~~Cool~~as ~~Technologies~~warrants ~~generated~~to ~~its~~purchase ~~first~~1,000,000 ~~Mobile~~shares ~~Generation~~of ~~order~~common ~~during~~stock ~~the~~at ~~quarter~~an ~~ended~~exercise ~~June~~price 30of $0.10 per share. In return, ~~2014~~the ~~and~~Company received a$250,000 ~~partial~~after ~~deposit~~an original issue discount of $25,000 in ~~advance~~lieu of ~~completing~~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 ~~sale~~note ~~with~~has ~~companies~~not ~~controlled~~been bypaid in full, the ~~individual~~investor ~~who~~will ishave the right to purchase up to 6 million additional warrant shares. After 180 days, at the holder’s option, a 5%portion ~~owner~~or all of ~~UPT~~the unpaid principal and interest may be converted into shares of common stock at a ~~shareholder~~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. ~~The~~In ~~order~~the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is inremedied. Beginning November 22, 2021, the ~~production~~investor ~~queue~~has ~~along~~amended ~~with~~the ~~other~~agreement, ~~existing~~extending ~~orders~~the maturity date through June 15, 2023. As of June 30, 2023, the remaining balance totaled $297,000.

~~Operating~~March ~~Expenses~~Convertible Note -- On March 24, 2021, the Company entered into a convertible note agreement with an accredited investor. It issued two sets of commitment shares: a block of 500,000 and a block of 2,500,000 shares of restricted common stock as well as warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. In return, the Company received $750,000 after an original issue discount of $75,000 in lieu of interest. The total amount of $825,000 plus 8% interest or $66,000 will be due on December 24, 2021. After 60 days, if the note has not been paid in full, the investor will have the right to purchase up to 2 million additional warrant shares. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a fixed price of $0.055 per share. If the note is repaid by the maturity date, the investor will forfeit the block of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is remedied. Beginning December 21, 2021, the investor has amended the agreement, extending the maturity date through June 15, 2023. On August 22, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $121,410. On October 27, 2022, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $59,640. On December 5, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $68,373. On December 28, 2022, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $71,355. On March 8, 2023, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $43,665. As of June 30, 2023, the remaining balance totaled $526,557.

~~Professional fees decreased from $93,217 for the three months ended March~~ 31, ~~2022 to~~Table ~~$27,384 for the three months ended March 31, 2023. The decrease in professional fees reflects a decrease in legal fees due to the settlement~~ of ~~litigation and arbitration with PGC Investments, LLC.~~Contents

~~Payroll~~July Convertible 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 ~~related~~reimbursement ~~expenses~~of ~~decreased~~$3,000 ~~from~~to cover the investor’s legal fees. The total amount of $8956,~~497~~200 ~~for~~will be due on July 22, 2023. After 180 days, at the ~~three~~holder’s ~~months~~option, ~~ended~~a ~~March~~portion 31or 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, ~~2022~~the outstanding balance will increase by 50% and the interest rate will increase to ~~$88~~22% until the default is remedied. On January 27,~~846~~ ~~for~~2023, the ~~three~~Company ~~months~~issued ~~ended~~2,352,941 ~~March~~shares 31of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $56,200. On February 3, 2023, ~~due~~the Company issued 2,531,646 shares of common stock to a1800 ~~decrease~~Diagonal inLending LLC upon conversion of $20,000 on principal of $56,200. On February 14, 2023, the Company’s ~~portion~~issued 2,673,623 shares of ~~FICA~~common stock to 1800 Diagonal Lending LLC upon final conversion of $18,448 on principal of $56,200 and ~~unemployment~~accrued ~~taxes~~interest of $2,248. The note was then retired.

~~Consulting~~August ~~expense~~Convertible ~~increased~~Note ~~from~~-- On August 18, 2022, the Company signed a promissory note agreement with an accredited investor. It received $8140,000 ~~for~~after an original issue discount of $2,600 and reimbursement of $3,000 to cover the ~~three~~investor’s ~~months~~legal ~~ended~~fees. ~~March~~The 31total amount of $45,600 ~~2022~~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. On February 24, 2023, the Company issued 3,225,806 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $~~106~~20,000 ~~for~~on ~~the~~principal ~~three~~of ~~months~~$45,600. ~~ended~~On March 312, 2023 ~~due~~, the Company issued 4,570,667 shares of common stock to ~~normal~~1800 ~~operations~~Diagonal Lending LLC upon final conversion of $27,424 on principal of $45,600 and accrued interest of $1,824. The note was then retired.

~~General~~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 ~~administrative~~reimbursement ~~expenses~~of ~~decreased~~$3,000 ~~from~~to cover the investor’s legal fees. The total amount of $2566,~~796~~750 ~~for~~will be due on September 21, 2023. After 180 days, at the ~~three~~holder’s ~~months~~option, ~~ended~~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 3128, ~~2022~~ 2023, the Company issued 3,750,000 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $915,~~480~~000, ~~for~~leaving ~~the~~a ~~three~~principal ~~months~~balance ~~ended~~remaining of $51,750. On March 30, 2023, the Company issued 5,263,158 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $31,750. On April 20, 2023, ~~because~~the ~~health~~Company ~~insurance~~issued ~~was~~5,000,000 ~~not~~shares ~~provided~~of ~~for~~common stock to 1800 Diagonal Lending LLC upon conversion of $15,000, leaving a principal balance remaining of $30,600. On April 24, 2023, the ~~entire~~Company ~~period~~issued 6,696,552 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $16,750 in ~~2023~~principal and $2,670 in accrued interest. The note was then retired.

~~Research~~October ~~and~~Convertible ~~development~~Note ~~expenses~~-- ~~remained~~On October 24, 2022, the ~~same~~Company ~~totaling~~signed a promissory note agreement with an accredited investor. It received $440,~~964~~000 ~~for~~after ~~the~~an ~~three~~original ~~months~~issue ~~ended~~discount ~~March~~of 31$2,600 ~~2023~~ and reimbursement of $43,~~964~~000 ~~for~~to cover the ~~three~~investor’s ~~months~~legal ~~ended~~fees. ~~March~~The 31total amount of $45,600 ~~2022~~will asbe due on October 24, 2023. After 180 days, at the ~~Company~~holder’s ~~continued~~option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to ~~focus~~the onlowest VWAP during the ~~commercialization~~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 1, 2023, the Company’s ~~eMGen~~issued ~~system~~5,555,556 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $15,000, leaving a principal balance remaining of $30,600. On May 5, 2023, the Company issued 15,440,000 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $30,600 in principal and $1,824 in accrued interest. The note was then retired.

~~Other~~October ~~Income~~Convertible Note -- On October 31, 2022, the Company signed a promissory note agreement with an accredited investor. It received $20,000 after an original issue discount of $2,000. The total amount of $22,000 will be due on July 31, 2023. On July 24, 2023, the investor amended the agreement, extending the maturity date through August 31, 2023.After 180 days, at the holder’s option, a portion or all of the unpaid principal and ~~Expense~~interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily pen penalty of $100 will accrue until the default is remedied. As of June 30, 2023, the remaining balance totaled $23,600.

~~Interest~~December ~~expense~~Convertible ~~decreased~~Note ~~from~~-- ~~$245~~On December 8,~~664~~ ~~for~~2022, the ~~three~~Company ~~months~~signed ~~ended~~a ~~March~~promissory 31note agreement with an accredited investor. It received $45,000 ~~2022~~after toan original issue discount of $~~196~~2,~~412~~900 ~~for~~and reimbursement of $3,000 to cover the ~~three~~investor’s ~~months~~legal ~~ended~~fees. ~~March~~The 31total amount of $50,900 ~~2023~~will be due toon December 8, 2023. After 180 days, at the holder’s option, a ~~reduction~~portion inor ~~amortization~~all of ~~debt~~the ~~discount.~~unpaid ~~The~~principal ~~change~~and ininterest ~~fair~~may ~~value~~be ofconverted ~~derivative~~into ~~liability~~shares ~~increased~~of ~~from~~common stock at a ~~loss~~29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of ~~$36~~default,~~417~~ ~~for~~the outstanding balance will increase by 50% and the ~~three~~interest ~~months~~rate ~~ended~~will ~~March~~increase 31to 22% until the default is remedied. On June 13, ~~2022~~2023, the Company issued 11,538,462 shares of common stock to a1800 ~~gain~~Diagonal Lending LLC upon conversion of $4715,~~077~~000, ~~for~~leaving ~~the~~a ~~three~~principal ~~months~~balance ~~ended~~remaining ~~March~~of 31$30,600. On June 28, 2023, ~~due~~the Company issued 14,615,385 shares of common stock to a1800 ~~decrease~~Diagonal Lending LLC upon conversion of $19,000 in ~~derivative~~principal. ~~liabilities~~As of June 30, 2023, the remaining principal balance totaled $16,900.

~~Net~~January ~~Loss~~Convertible Note -- On January 12, 2023, the Company signed a promissory note agreement with an accredited investor. It received $25,000 after an original issue discount of $1,700 and ~~Noncontrolling~~reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $29,700 will be due on January 12, 2024. 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, 2023, the remaining balance totaled $29,700.

As32 ~~Cool~~Table ~~Technologies~~of 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. Contents

31Off ~~Table~~Balance ofSheet ~~Contents~~Arrangements

~~Liquidity~~Currently, ~~and~~the ~~Capital~~Company ~~Resources~~has no off-balance sheet arrangements.

WeCash have historically met our liquidity requirements primarily through the public sale and private placement of equity securities, debt financing, and exchanging common stock warrants and options for professional and consulting services. On March 31, 2023, we had cash and cash equivalents of $142. Flows

~~Working~~Cash ~~capital~~flows is the amount by which current assets exceed current liabilities. We had negative working capital of $7,923,717 and $7,792,632 on March 31, 2023, and December 31, 2022, respectively. The increase in negative working capital was due to increases in accounts payable, accrued interest payable, accrued liabilities - related party, and accrued payroll taxes. To that end, we owe approximately $1,082,107 for convertible notes that mature in the next nine months and we owe another $1,374,420 in notes payable and currently have another $1,078,500 in promissory notes in default. Based on its current forecast and budget, management believes that its cash resources will not be sufficient to fund its operations through the end of the second quarter. Unless the Company can generate sufficient revenue from ~~the execution of the Company’s business plan~~operating, itinvesting ~~will need to obtain additional capital to continue to fund the Company’s operations. There is no assurance that capital in any form would be available to us,~~ and iffinancing ~~available,~~activities onwere ~~terms~~as ~~and conditions that are acceptable. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease operations.~~ follows:

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. Beginning November 22, 2021, the investor has amended the agreement, extending the maturity date through June 15, 2023. As of March 31, 2023, the remaining balance totaled $169,950.

	Six months ended June 30,
	2023			2022
Net cash from operating activities	$	(26,449	)	$	(419,612	)
Net cash from investing activities		(2,145	)		(25,392	)
Net cash from financing activities		28,594			386,913

~~March~~Net ~~Convertible~~cash ~~Note~~used --by Onoperating ~~March~~activities ~~24,~~decreased ~~2021,~~due ~~the~~to ~~Company entered into~~ a ~~convertible~~$259,953 ~~note~~reduction ~~agreement~~in ~~with~~the annet ~~accredited~~loss ~~investor.~~from Ityear ~~issued~~to ~~two~~year ~~sets~~as ofincreases ~~commitment~~for accounts ~~shares: a block of 500~~payable,~~000~~ ~~and~~accrued ainterest ~~block of 2~~payable,~~500,000~~ ~~shares~~accrued ofpayroll ~~restricted~~taxes ~~common~~and ~~stock~~accrued asliabilities ~~well~~– asrelated ~~warrants~~party tooverwhelmed ~~purchase~~decreases ~~1,000,000~~in ~~shares~~change ofin ~~common~~fair ~~stock~~value ~~at an exercise price~~ of ~~$0.10~~derivative ~~per share. In return~~liability, ~~the~~amortization ~~Company~~of ~~received~~debt ~~$250,000 after an original issue~~ discount ofas ~~$25,000~~well inas ~~lieu of interest~~inventory. The ~~total~~decrease ~~amount~~in ofnet ~~$275,000~~cash ~~plus~~outflow 8%for ~~interest~~investing oractivities ~~$22,000~~was ~~will~~a beresult ~~due~~of ona ~~December~~reduction ~~24, 2021. After 60 days, if the note has not been paid~~ in ~~full,~~payments ~~the investor will have the right~~ to ~~purchase up to 6 million additional warrant shares. After 180 days, at~~ the ~~holder~~Company’s ~~option,~~patent aattorneys ~~portion~~compared orto ~~all of~~ the ~~unpaid~~previous ~~principal~~year. Cash ~~and~~provided ~~interest~~by ~~may~~financing beactivities ~~converted~~included ~~into~~debt ~~shares~~borrowings of ~~common~~$172,175 ~~stock~~during atthe afirst ~~fixed~~two ~~price~~quarters of ~~$0.055~~2023 ~~per~~which ~~share.~~was Ifa ~~the note is repaid by the maturity date~~$225,825 ~~the~~decrease ~~investor~~from ~~will forfeit~~ the ~~block~~debt borrowings of 2$398,~~500,~~000 ~~shares~~during ~~of restricted common stock and~~ the ~~shares~~first ~~will~~two bequarters ~~returned~~of ~~to the Company’s treasury~~2022. In ~~the event of default~~addition, ~~the outstanding balance will increase by 25% and~~ a ~~daily penalty of~~ $1132,~~000~~494 ~~will~~increase ~~accrue~~in ~~until~~payments ~~the~~on ~~default~~debt isduring ~~remedied.~~the ~~Beginning~~first ~~November~~quarter ~~22,~~of ~~2021,~~2023 ~~the~~was ~~investor~~subtracted ~~has~~from ~~amended~~ the ~~agreement,~~total ~~extending~~net ~~the~~cash ~~maturity~~from ~~date~~financing ~~through~~activities ~~June~~during ~~15, 2023. As of March 31, 2023,~~ the ~~remaining~~same ~~balance totaled $297,000~~period.

~~March~~The ~~Convertible Note -- On March 24, 2021, the~~ Company’s ~~entered~~capital ~~into~~requirements afor 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~~next ~~received~~12 ~~$750,000~~months ~~after~~will ~~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~~4.3 ~~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~~with ~~warrant~~anticipated ~~shares.~~expenses ~~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~~ $01.~~055~~8 ~~per~~million ~~share.~~for ~~If the note is repaid by the maturity date~~salaries, ~~the~~public ~~investor~~company ~~will forfeit the block of 2~~filings,~~500,000~~ ~~shares of restricted common stock~~ and ~~the~~consultants ~~shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25%~~ and aprofessional ~~daily penalty of $1,000 will accrue until the default is remedied~~fees. ~~Beginning~~An ~~December~~additional 21, 2021, the investor has amended the agreement, extending the maturity date through June 15, 2023. On August 22, 2022, the Company issued 10,000,000 shares of common stock to LGH Investments, LLC upon conversion of $~~121,410~~2. ~~On October 27, 2022, the Company issued 7,500,000 shares of common stock to LGH Investments, LLC upon conversion of $59,640. On December~~ 5, ~~2022, the~~million ~~Company~~in ~~issued~~working ~~10,000,000~~capital ~~shares~~is ofexpected ~~common stock~~ to ~~LGH~~be ~~Investments,~~needed ~~LLC~~for ~~upon~~inventory ~~conversion~~and ofrelated ~~$68,373.~~costs Onfor ~~December~~production ~~28, 2022, the Company issued 7,500,000 shares~~ of ~~common stock to LGH Investments, LLC upon conversion of $71,355. On March 8, 2023,~~ the ~~Company~~mobile ~~issued~~power ~~7,500,000~~generation ~~shares~~systems ofas ~~common~~well ~~stock~~as todevelopment ~~LGH~~and ~~Investments,~~commercialization ~~LLC upon conversion~~ of ~~$43,665. As of March 31, 2023,~~ the ~~remaining~~thermal ~~balance~~dispersion ~~totaled~~technology ~~$526,557~~applications.

32Management ~~Table~~believes the Company’s funds are insufficient to provide for its projected needs for operations for the next 12 months. The Company is currently working to close 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 ~~Contents~~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.

~~August~~Going 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, 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.Concern

~~September~~The ~~Convertible~~Company ~~Note~~has --incurred Onnet ~~September~~losses ~~21,~~of ~~2021~~$62,028,744 ~~the~~since ~~Company~~inception ~~signed~~and ahave ~~promissory~~not ~~note~~fully ~~agreement~~commenced ~~with~~operations, anraising ~~accredited~~substantial ~~investor.~~doubt Itabout ~~received~~its ~~$102,000~~ability ~~after~~to ancontinue ~~original~~as ~~issue~~a ~~discount~~going ofconcern. ~~$6,000~~Management ~~and~~believes ~~reimbursement~~that ~~of $3,000 to cover~~ the ~~investor~~Company’s ~~legal~~ability ~~fees.~~to ~~The~~continue ~~total~~as ~~amount~~a ofgoing ~~$111,000~~concern ~~will~~is bedependent ~~due~~ on ~~September~~its ~~21,~~ability ~~2022.~~to ~~After~~raise ~~180 days~~capital, atgenerate ~~the holder’s option~~revenue, aachieve ~~portion~~profitable oroperations ~~all~~and ofrepay ~~the~~its ~~unpaid~~obligations ~~principal~~when ~~and~~they ~~interest~~come ~~may~~due. beAs ~~converted into shares~~ of ~~common~~June ~~stock~~30, at2023, awe ~~29%~~have ~~discount~~$142 toin ~~the~~cash ~~lowest~~and ~~VWAP~~we ~~during~~owe ~~the~~approximately 10$949,357 ~~trading~~for ~~days~~convertible ~~preceding~~notes, ~~the~~$1,359,000 ~~conversion~~in ~~date.~~notes Inpayable ~~the~~and ~~event~~currently ofhave ~~default~~another $1,078,500 in ~~the~~promissory ~~outstanding~~notes ~~balance~~in ~~will~~default. ~~increase~~We byare ~~50%~~pursuing ~~and~~various ~~the~~financing ~~interest~~alternatives ~~rate will increase~~ to ~~22%~~address ~~until~~ the ~~default~~payment isof ~~remedied.~~outstanding Ondebt ~~March~~and ~~22,~~to ~~2022,~~support the ~~Company issued 2~~sales,~~447,552~~ ~~shares~~component ofacquisition ~~common~~and ~~stock~~assembly toof ~~Power~~our Upmobile ~~Lending~~power ~~Group,~~generation ~~Ltd~~systems ~~upon~~as ~~conversion~~well ofas ~~$35,000,~~the ~~leaving~~completion ~~a principal balance remaining~~ of ~~$76,000. On March 29, 2022,~~ the ~~Company~~secondary ~~issued~~elements ~~2,447,552 shares~~ of ~~common~~our ~~stock~~business plan: to ~~Power~~license Upits ~~Lending~~thermal ~~Group,~~technologies ~~Ltd~~and ~~upon conversion of $35~~applications,~~000,~~ ~~leaving~~including asubmersible ~~principal~~dry-pit ~~balance~~applications. ~~remaining~~There ofcan ~~$41,000. On~~be ~~April~~no 18assurance, ~~2022~~however, ~~the~~that ~~Company~~we ~~issued~~will ~~3,798,319~~obtain ~~shares~~adequate offunding ~~common~~or ~~stock~~that towe ~~Power~~will Upbe ~~Lending~~successful ~~Group,~~in ~~Ltd~~accomplishing ~~upon~~any ~~final~~of ~~conversion~~our ofobjectives. ~~$41~~Consequently,~~000~~ inwe ~~principal~~may ~~and~~not ~~$4,200~~be inable ~~accrued~~to ~~interest.~~continue ~~The~~as ~~note~~an ~~was~~operating ~~then retired~~company.

~~November~~33 ~~Convertible~~Table ~~Note -- On November 22, 2021, the Company signed a promissory note agreement with an accredited investor. It received $60,000 after an original issue discount~~ of $3,750 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $66,750 will be due on November 22, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On May 31, 2022, the Company issued 1,652,893 shares of common stock to Power Up Lending Group, Ltd upon conversion of $20,000, 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. Contents

~~December~~Critical ~~Convertible~~Accounting Note -- On December 20, 2021, the Company entered into a convertible note agreement with an accredited investor. It received $33,000 after an original issue discount of $3,000 in lieu of interest. The total amount of $33,000 plus 3% interest or $990 will be due on September 20, 2022. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a fixed price of $0.02 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. On August 30, 2022 the investor signed an amendment to the agreement extending the maturity date until November 30, 2022. On November 22, 2022, the Company issued 4,787,324 shares of common stock to LGH Investments LLC upon final conversion of $33,000 in principal and $990 in accrued interest. The note was then retired. Estimates

33The ~~Table~~condensed consolidated financial statements and the accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of ~~Contents~~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, 2022 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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 11, 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.

March Convertible Note -- On March 4, 2022, the Company signed a promissory note agreement with an accredited investor. It received $55,000 after an original issue discount of $3,500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $61,500 will be due on March 4, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On September 8, 2022, the Company issued 2,100,840 shares of common stock to Sixth Street Lending LLC upon conversion of $25,000, leaving a principal balance remaining of $36,500. On September 12, 2022, the Company issued 3,273,950 shares of common stock to Sixth Street Lending LLC upon final conversion of $36,500 in principal and $2,460 in accrued interest. The note was then retired.

March Convertible Note -- On March 21, 2022, the Company signed a promissory note agreement with an accredited investor. It received $55,000 after an original issue discount of $3,500 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $61,500 will be due on March 21, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. 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. 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. . On October 31, 2022, the Company issued 2,247,191 shares of common stock to Sixth Street Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $41,500. On November 4, 2022, the Company issued 2,777,778 shares of common stock to Sixth Street Lending LLC upon conversion of $20,000, leaving a principal balance remaining of $20,500. On November 7, 2022, the Company issued 3,308,333 shares of common stock to Sixth Street Lending LLC upon final conversion of $21,500 in principal and $2,320 in accrued interest. The note was then retired.

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 22, 2023. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. On November 25, 2022, the Company issued 3,521,127 shares of common stock to Sixth Street Lending LLC upon conversion of $25,000, leaving a principal balance remaining of $10,000. On November 30, 2022, the Company issued 1,594,366 shares of common stock to Sixth Street Lending LLC upon final conversion of $10,000 in principal and $1,320 in accrued interest. The note was then retired.

34 Table of Contents

July Convertible 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. On January 27, 2023, the Company issued 2,352,941 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $56,200. On February 3, 2023, the Company issued 2,531,646 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $56,200. On February 14, 2023, the Company issued 2,673,623 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $18,448 on principal of $56,200 and accrued interest of $2,248. The note was then retired.

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. On February 24, 2023, the Company issued 3,225,806 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $45,600. On March 2, 2023, the Company issued 4,570,667 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $27,424 on principal of $45,600 and accrued interest of $1,824. The note was then retired.

October Convertible Note -- On October 24, 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 October 24, 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 March 31, 2023, the remaining balance totaled $45,600.

October Convertible Note -- On October 31, 2022, the Company signed a promissory note agreement with an accredited investor. It received $20,000 after an original issue discount of $2,000. The total amount of $22,000 will be due on July 31, 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 25% and a daily pen penalty of $100 will accrue until the default is remedied. As of March 31, 2023, the remaining balance totaled $23,600.

December Convertible Note -- On December 8, 2022, the Company signed a promissory note agreement with an accredited investor. It received $45,000 after an original issue discount of $2,900 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $50,900 will be due on December 8, 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 March 31, 2023, the remaining balance totaled $50,900.

January Convertible Note -- On January 12, 2023, the Company signed a promissory note agreement with an accredited investor. It received $25,000 after an original issue discount of $1,700 and reimbursement of $3,000 to cover the investor’s legal fees. The total amount of $29,700 will be due on January 12, 2024. 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 March 31, 2023, the remaining balance totaled $29,700.

35 Table of Contents

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:

	Three months endedMarch 31,
	2023			2022
Net cash from operating activities	$	(29,515	)	$	(168,002	)
Net cash from investing activities		(585	)		(25,073	)
Net cash from financing activities		30,100			158,820

Net cash used by operating activities decreased due to a $190,546 reduction in the net loss from year to year and the $78,427 decrease in the amortization of debt discount which overwhelmed the smaller year to year increases in accounts payable, accrued interest payable, and accrued liabilities – related party. The decrease in net cash from investing activities was solely a result of the purchase of a small amount of intangible assets by the Company. Cash provided by financing activities included debt borrowings of $112,730 during the first quarter of 2023 which was a $50,270 decrease from the debt borrowings of $163,000 during the first quarter of 2022. In addition, a $78,450 increase in payments on debt during the first quarter of 2023 was subtracted from the total net cash from financing activities during the same period.

The Company’s capital requirements for the next 12 months will total $4.3 million with anticipated expenses of $1.8 million for salaries, public company filings, and consultants and professional fees. An additional $2.5 million in working capital is expected to be needed for inventory and related costs for production of the mobile power generation systems as well as development and commercialization of the thermal dispersion technology applications.

Management believes the Company’s funds are insufficient to provide for its projected needs for operations for the next 12 months. The Company is currently working to close 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 $61,506,468 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 March 31, 2023, we have $142 in cash and we owe $1,082,107 and $2,452,920 for convertible and promissory notes, respectively We are pursuing various financing alternatives 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 we will obtain adequate 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, 2022 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

36 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 that 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 ~~March~~June 3130, 2023, 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~~two 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 ~~March~~June 3130, 2023.

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.

3734 Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

Securities and Exchange Commission Settlement

On September 20, 2018, the Securities and Exchange Commission (SEC) approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934.

These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing.

On three occasions, specifically, May 20, 2013, August 19, 2013, and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section 4410.3. And in each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge.

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

~~Cool~~Item ~~Technologies’ subsidiary Ultimate Power Truck, LLC (“UPT”) was in pending litigation (PGC Investments, LLC, et al~~1A. v.Risk Ultimate Power Truck, LLC, in the Circuit Court for the Sixth Judicial Circuit, Pinellas County, Florida). The litigation was a commercial landlord-tenant action wherein the Plaintiffs sought 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 moved to dismiss the second amended complaint for lack of personal jurisdiction and failure to state a cause of action. In July, the parties entered into a settlement agreement. Factors

~~PGC~~As ~~Investments,~~a ~~LLC also~~smaller ~~initiated~~reporting ancompany, ~~AAA arbitration proceeding against~~ Cool ~~Technologies~~Tech ~~seeking~~is ~~damages in~~not ~~the~~required ~~amount~~to ofprovide ~~$360,500 for breach of contract and breach of~~ the ~~implied~~information ~~covenant~~required ofby ~~good~~this ~~faith and fair dealing~~Item. ~~The parties entered into a settlement agreement in conjunction with the Pinellas County litigation.~~

As35 ~~per~~Table ~~the settlement agreement, Cool Technologies must pay Dennis Campbell and PGC Investments $25,000 within 5 business days~~ of ~~the effective date (July 7, 2022), another $25,000 on or before September 30, 2022, and 50,000 unregistered shares of the Company’s common stock on or before September 30, 2022.~~Contents

~~Within~~Item ~~two~~2. ~~days~~Unregistered ofSales ~~the issuance~~ of ~~the~~Equity ~~shares,~~Securities ~~the receipt of the final payment made~~ and ~~confirmation~~Use of ~~clear funds, PGC was required to file a Notice of Voluntary Dismissal with Prejudice of the Litigation and a Notice of Voluntary Dismissal with Prejudice of the Arbitration.~~ Proceeds

~~Cool~~On ~~Technologies~~April ~~paid the initial $25~~20,~~000~~ ~~on July 13~~2023, ~~2022 and~~ the ~~second~~Company ~~$25~~issued 5,000,000 onshares ~~September~~of ~~28,~~common ~~2022.~~stock ~~50,000~~to ~~restricted~~1800 ~~shares~~Diagonal ~~were~~Lending ~~issued~~LLC toupon ~~Dennis~~conversion ~~Campbell~~of $15,000 on ~~September~~principal ~~28,~~of ~~2022~~$66,750.

On ~~October~~April 2124, ~~2022~~2023, ~~PGC~~the ~~Investments,~~Company ~~LLC~~issued ~~and~~6,692,552 ~~Dennis~~shares ~~Campbell~~of ~~filed~~common astock ~~Notice~~to of1800 ~~Voluntary~~Diagonal ~~Dismissal~~Lending ~~with~~LLC ~~Prejudice~~upon infinal ~~the~~conversion ~~Circuit Court~~ of ~~the Sixth Judicial Circuit for Pinellas County. On the same date~~$19,420 ~~PGC~~on ~~Investments~~principal ~~also filed a Notice~~ of ~~Voluntary Dismissal with Prejudice with the American Arbitration Association~~$66,750.

~~Because~~On ~~the~~May ~~Arbitration’s~~1, ~~final~~2023, ~~hearing~~the ~~was~~Company ~~scheduled~~issued ~~for September 22-23~~5, ~~2022~~555, ~~the~~556 ~~dismissal~~shares ~~was~~of ~~filed~~common ~~after the final payment and~~ stock ~~issuance~~to ~~were~~1800 ~~made.~~Diagonal ~~This~~Lending ~~was~~LLC ~~in keeping with the Settlement Agreement which was conditioned~~ upon ~~PGC~~conversion ~~obtaining the arbitrator’s approval~~ of ~~the~~$15,000 ~~terms~~on ~~and~~principal ~~conditions~~ of ~~the settlement~~$45,600.

~~From~~On ~~time~~May to5, ~~time~~2023, the Company ~~may~~issued ~~be a party to other legal proceedings. Management currently believes that the ultimate resolution of these other matters~~15, ~~if any~~440,000 ~~and~~shares ~~after consideration~~ of ~~amounts~~common ~~accrued,~~stock ~~will~~to ~~not~~1800 ~~have~~Diagonal aLending ~~material~~LLC ~~adverse~~upon ~~effect~~final onconversion ~~our consolidated results~~ of ~~operations~~$32,424 ~~financial~~on ~~position,~~principal orof ~~cash flow~~$45,600.

~~Item~~On ~~1A.~~May ~~Risk~~5, ~~Factors~~2023, the Company issued 10,000,000 shares of common stock to LGH Investments LLC upon conversion of $21,300 on principal of $825,000.

AsOn aJune ~~smaller~~13, ~~reporting company~~2023, the ~~Cool~~Company ~~Tech~~issued is11,538,462 ~~not~~shares ~~required~~of common stock to ~~provide~~1800 ~~the~~Diagonal ~~information~~Lending ~~required~~LLC byupon ~~this~~conversion ~~Item~~of $15,000 on principal of $50,900.

38On ~~Table~~June 28, 2023, the Company issued 14,615,385 shares of ~~Contents~~common stock to 1800 Diagonal Lending LLC upon final conversion of $19,000 on principal of $50,900.

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

OnNone ~~January~~of ~~27,~~the ~~2023~~above issuances involved any underwriters, ~~the~~underwriting ~~Company~~discounts ~~issued~~or 2commissions,~~352,941~~ ~~shares~~or ofany ~~common~~public ~~stock~~offering toand ~~1800~~we ~~Diagonal~~believe ~~Lending~~we ~~LLC~~are ~~upon~~exempt ~~conversion~~from the registration requirements of ~~$20,000~~the onSecurities ~~principal~~Act of ~~$56,200~~1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

OnItem ~~February~~ 3,. ~~2023,~~Defaults ~~the~~Upon ~~Company~~Senior ~~issued 2,531,646 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $56,200.~~Securities

On ~~February~~March 1419, ~~2023~~2020, the Company ~~issued~~defaulted 2on a note payable. A $250,~~673~~000 note was purchased on March 18,~~623~~ ~~shares~~2019. ofIn ~~common~~return, ~~stock~~the Company promised to ~~1800~~pay ~~Diagonal~~the ~~Lending~~principal ~~LLC~~amount ~~upon~~together ~~conversion~~with simple interest of ~~$18,448~~15% per annum on ~~principal~~or before the one-year anniversary. As of ~~$56~~the filing date,~~200~~ 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 ~~February~~May 241, ~~2023~~2020, the Company ~~issued~~defaulted 3on two notes payable. A $250,~~225~~000 note was purchased on September 11,~~806~~ ~~shares~~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 ~~common~~15% ~~stock~~per annum on or before the one-year anniversaries. On March 16, 2020, the investor signed an amendment to ~~1800~~the ~~Diagonal~~agreement ~~Lending~~extending ~~LLC~~the ~~upon~~maturity ~~conversion~~dates until April 30, 2020. As of ~~$20~~the filing date,~~000~~ onthe ~~principal~~Company has not received a notice of ~~$45~~default. As per the terms of the note,~~600~~ interest will continue to accrue at 15% per annum until paid in full.

On ~~March~~May 226, ~~2023~~2020, the Company ~~issued~~defaulted 4on a Promissory Note Agreement. A $250,~~570~~000 note was purchased on October 26,~~667~~ ~~shares~~2018 ofby ~~common~~an ~~stock~~accredited investor. It received $250,000 in financing and promised to ~~1800~~pay ~~Diagonal~~the ~~Lending~~principal ~~LLC~~amount ~~upon~~together ~~conversion~~with simple interest of ~~$27~~15% per annum on or before the one-year anniversary. On October 26,~~424~~ 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 ~~principal~~January 1, 2021, the investor shall be able to convert, any amounts outstanding under the Note into shares of ~~$45~~common stock,~~600.~~ at a conversion price of seventy one percent of the lowest Volume Weighted

OnAverage ~~March~~Price 8,(VWAP) ~~2023,~~ over the ~~Company~~previous ~~issued~~ten ~~7,500,000~~trading ~~shares~~days prior to the delivery of ~~common~~a ~~stock~~conversion tonotice. ~~LGH~~The ~~Investments~~investor ~~LLC~~subsequently ~~upon~~converted ~~conversion~~all amounts outstanding in a series of ~~$43~~three conversions on January 20 and 22,~~665~~ and February 3, 2021.

OnItem ~~March~~4. ~~28,~~Mine ~~2023,~~Safety ~~the Company issued 3,750,000 shares of common stock to 1800 Diagonal Lending LLC upon final conversion of $15,000 on principal of $66,750.~~Disclosures

OnNot ~~March 30, 2023, the Company issued 5,263,158 shares of common stock to 1800 Diagonal Lending LLC upon conversion of $20,000 on principal of $66,750~~applicable.

~~The~~Item ~~securities~~5. ~~above~~Other were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.Information

~~None~~The occurrence of ~~the~~an ~~above~~uncontrollable ~~issuances~~event ~~involved~~such ~~any~~as ~~underwriters,~~the ~~underwriting~~COVID19 ~~discounts~~pandemic ornegatively ~~commissions,~~affected orour ~~any~~operations. ~~public~~The ~~offering~~pandemic ~~and~~resulted wein ~~believe~~social wedistancing, ~~are~~travel ~~exempt~~bans ~~from~~and ~~the~~quarantines. ~~registration~~This ~~requirements~~limited ofaccess ~~the~~to ~~Securities~~our ~~Act~~facilities, ofcustomers, ~~1933~~management, bysupport ~~virtue~~staff ofand ~~Section~~professional ~~4(2)~~advisors. ~~thereof~~These, ~~and/or~~in ~~Regulation~~turn, Dimpacted ~~promulgated~~our ~~thereunder~~operations and financial condition.

~~Item~~While 3the 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. ~~Defaults~~In ~~Upon~~such ~~Senior~~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.

OnReal ~~March~~GDP 19growth, ~~2020~~inflation, ~~the~~employment ~~Company~~levels, ~~defaulted~~oil ~~on a note payable. A $250~~prices,~~000~~ ~~note~~interest ~~was purchased on March 18~~rates, ~~2019.~~tax ~~In return~~rates, ~~the~~availability ~~Company~~of ~~promised~~customer tofinancing, ~~pay~~foreign ~~the~~currency ~~principal~~exchange ~~amount~~rate ~~together~~fluctuations, ~~with~~and ~~simple~~other ~~interest~~macroeconomic oftrends ~~15%~~can ~~per~~adversely ~~annum~~affect ondemand orfor ~~before~~ the ~~one-year~~products ~~anniversary.~~that Aswe ofoffer. ~~the~~Geopolitical ~~filing~~issues ~~date,~~around the ~~Company~~world ~~has~~and ~~not~~how ~~received~~our amarkets ~~notice~~are ofpositioned ~~default~~can ~~for~~also ~~the~~impact ~~note.~~macroeconomic Asconditions ~~per~~and ~~the~~could ~~terms~~have ofa ~~the~~material ~~note,~~adverse ~~interest~~impact ~~will~~on ~~continue~~our tofinancial ~~accrue at 15% per annum until paid in full~~results.

On36 ~~May~~Table 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.Contents

OnItem ~~May 26, 2020, the Company defaulted on a Promissory Note Agreement~~6. 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 Exhibits

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.

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).

~~Item~~*Filed 4.Herewith ~~Mine Safety Disclosures~~

~~Not~~37 ~~applicable.~~Table of Contents

~~Item 5. Other Information~~SIGNATURES

~~The~~Pursuant ~~occurrence~~to ofthe anrequirements ~~uncontrollable~~of ~~event such as~~ the ~~COVID19~~Securities ~~pandemic~~Exchange ~~negatively~~Act ~~affected~~of ~~our operations. The pandemic resulted in social distancing~~1934, ~~travel~~the ~~bans~~registrant ~~and~~has ~~quarantines.~~duly ~~This~~caused ~~limited~~this ~~access~~report to ~~our~~be ~~facilities,~~signed ~~customers,~~on ~~management,~~its ~~support~~behalf ~~staff~~by ~~and~~the ~~professional~~undersigned ~~advisors.~~thereunto ~~These,~~duly ~~in turn, impacted our operations and financial condition~~authorized.

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.

	Cool Technologies, Inc.

Dated: August 21, 2023	By:	/s/ Timothy Hassett
		Timothy Hassett
		Chief Executive Officer (Principal Executive Officer)

Dated: August 21, 2023	By:	/s/ Judson Bibb
		Judson Bibb
		Interim Chief Financial Officer (Principal Financial and Accounting Officer)

Real GDP growth, inflation, employment levels, oil prices, interest rates, tax rates, availability of 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.38

39 Table of Contents

Item 6. Exhibits

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1*		Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

40 Table of 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: May 22, 2023	By:	/s/ Timothy Hassett
		Timothy Hassett
		Chief Executive Officer(Principal Executive Officer)
Dated: May 22, 2023	By:	/s/ Judson Bibb
		Judson Bibb
		Interim Chief Financial Officer(Principal Financial and Accounting Officer)

Filing Compare · COOL TECHNOLOGIES, INC.