10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2018

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

For the transition period from _______________ to _______________.

Commission file number: 000-53443

COOL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	75-3076597
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8875 Hidden River Parkway, Suite 300 Tampa, FL	33637
(Address of principal executive offices)	(Zip Code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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

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

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

As of August 7, 2018, there were 198,693,573 shares of common stock, $0.001 par value, issued and outstanding.

COOL TECHNOLOGIES, INC.

Table of Contents

Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 5.	Other information	30
Item 6.	Exhibits	31

 

2

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

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

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

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

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

 

3

PART I. Financial Information

Item 1. Condensed Consolidated Financial Statements

Cool Technologies, Inc. and subsidiary

Condensed Consolidated Balance Sheets

	June 30, 2018 (Unaudited)			December 31, 2017
ASSETS
Current assets:
Cash	$	49,122		$	173,343
Prepaid expenses and other assets		47,000			10,000
Total current assets		96,122			183,343
Intangibles		198,004			183,488
Equipment, net		32,760			45,728
Total assets	$	326,886		$	412,559
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,405,546		$	1,222,775
Accrued liabilities – related party		802,281			991,714
Customer deposits – related party		400,000			400,000
Accrued payroll taxes		62,049			56,917
Debt, current portion		710,794			659,312
Derivative liability		157,539			7,504
Total current liabilities		3,538,209			3,338,222
Debt, long-term portion, net of debt discount		31,007			97,009
Total liabilities		3,569,216			3,435,231
Commitments and contingencies (Note 5)		--			--
Stockholders’ equity (deficit):
Preferred stock Series A, $.001 par value; 15,000,000 shares authorized; 33 and 33 issued and outstanding at June 30, 2018 and December 31, 2017, respectively		--			--
Preferred stock Series B, $.001 par value; 15,000,000 shares authorized; 2,727,270 and 2,727,270 issued and outstanding at June 30, 2018 and December 31, 2017, respectively		2,727			2,727
Common stock, $.001 par value; 350,000,000 shares authorized; 197,110,240 and 152,836,983 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		197,110			152,837
Additional paid-in capital		43,787,348			41,401,330
Common stock issuable		218,670			712,000
Common stock held in escrow		8,441			8,441
Accumulated deficit		(47,402,897	)		(45,247,740	)
Non controlling interest		(53,729	)		(52,267	)
Total stockholders’ deficit		(3,242,330	)		(3,022,672	)
Total liabilities and stockholders’ deficit	$	326,866		$	412,559

See accompanying notes to condensed consolidated financial statements.

 

4

Cool Technologies, Inc. and subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended June 30,						Six months ended June 30
	2018			2017			2018			2017
Revenues	$	--		$	--		$	--		$	--
Cost of revenues		--			--			--			--
Gross profit		--			--			--			--
Operating expenses
Payroll and related expenses		136,321			126,546			272,815			264,949
Consulting		109,000			211,611			215,882			332,029
Professional fees		74,901			55,578			219,942			104,283
Research and development		201,654			31,970			434,585			111,798
General and administrative		87,722			73,548			149,215			143,038
Total operating expenses		609,598			499,253			1,292,439			956,097
Operating loss		(609,598	)		(499,253	)		(1,292,439	)		(956,097	)
Other income (expense):
Interest expense, net		(463,189	)		(351,326	)		(971,595	)		(566,346	)
Change in fair value of derivative liability		17,884			127,087			19,415			(1,537,400	)
Loss on extinguishment of debt		88,000						88,000
Net loss		(966,903	)		(723,492	)		(2,156,619	)		(3,059,843	)
Less: Noncontrolling interest in net loss		(577	)		(2,986	)		(1,462	)		(6,388	)
Net loss to shareholders	$	(966,346	)	$	(720,506	)	$	(2,155,157	)	$	(3,053,455	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Weighted average common shares outstanding:
Basic and diluted		194,276,545			121,158,343			178,896,757			117,073,968

See accompanying notes to condensed consolidated financial statements

5

Cool Technologies, Inc. and subsidiary

Condensed Consolidated Statements of Cash Flows 

(Unaudited)

	Six months ended June 30,
	2018			2017
Operating Activities:
Net loss	$	(2,156,619	)	$	(3,059,843	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services					115,329
Warrants issued for services		25,882			47,229
Loss (gain) on extinguishment of debt		(88,000	)
Non-cash interest expense		--			45,817
Change in fair value of derivative liability		(19,415	)		1,537,400
Amortization of debt discount		959,691			503,485
Depreciation expense		12,968			12,968
Changes in operating assets and liabilities:
Prepaid assets		(37,000	)		--
Prepaid expenses					(36,999	)
Accounts payable		182,771			61,325
Accrued liabilities – related party		(59,433	)		100,048
Accrued payroll liabilities		5,132			13,405
Net cash used in operating activities		(1,174,023	)		(659,926	)
Investing Activities:
Intangible assets		(14,516	)		(12,052	)
Net cash used in investing activities		(14,516	)		(12,052	)
Financing Activities:
Proceeds from sale of common stock		259,995			357,500
Proceeds from debt		825,000			424,985
Payments on debt		(20,677	)		(11,153	)
Net cash provided by financing activities		1,064,318			771,332
Net (decrease) increase in cash		(124,221	)		99,354
Cash, beginning of period		173,343			62,291
Cash, end of period	$	49,122		$	161,645
Cash paid for:
Interest	$	6,969		$	8,019
Income taxes		--			--
Non-cash investing and financing activities:
Derivative liability offset by debt discount	$	169,450		$	54,985
Reduction of common stock issuable by issuing stock		600,000			30,000
Debt and interest settled for common stock		501,025			298,370
Stock issued with debt		173,669			112,500
Reclassification of common share equivalents to additional paid-in capital		--			(6,364,224	)
Reclassification of derivative liability due to conversion of debt		--			247,641

See accompanying notes to condensed consolidated financial statements.

 

6

Cool Technologies, Inc. and subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Description of Business

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

We have developed and intend to commercialize heat dispersion technologies in various product platforms, and have developed and are commercializing a parallel power gearing system around which we have designed a mobile power generation system that retrofits onto Class 3 to 7 work trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently own one trademark: TEHPC. We believe that our proprietary technologies, including our 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 our technology include consumer, industrial and military markets, both in the U.S. and worldwide.

Our technologies are divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. As of June 30, 2018, we have seven US patents, one granted Mexican patent, four pending applications (2 in Canada, 1 in Brazil, 1 US) and one US filed provisional application in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel vehicle power platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers; and by licensing a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. On May 25, 2017, the company received its first order: 10 mobile power generation systems. On April 11, 2018, the company received its second order: 10 Ford F-350 trucks retrofitted with mobile power generation systems.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2018, has been derived from unaudited financial statements. They include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Noncontrolling interest represents the 5% third party ownership of our subsidiary, UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $47,402,897 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. We will have to obtain additional debt and / or equity financing; however, we cannot provide investors with assurance that we will be able to raise sufficient capital to fund our operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

7

Recently Adopted Accounting Guidance

In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle (issued as ASU 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The adoption of ASU 2014-15 did not materially impact our consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has elected to adopt the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on its financial position or results of operations.

In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company adopted ASU 2015-03 during the year ended December 31, 2016. The adoption of ASU 2015-03 had no material effect on its financial position or results of operations or cash flows.

In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 had no material effect on its financial position or results of operations or cash flows.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we have adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 and 2016-8 did not materially impact our consolidated financial position, results of operations or cash flows.

 

8

In August 2016, the FASB issued ASU 2016-15, ”Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not materially impact our consolidated financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, ”Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not materially impact our consolidated financial position, results of operations or cash flows.

Recent Accounting Guidance Not Yet Adopted

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

Note 2 – Customer deposits – Related party

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

Note 3 – Debt

Debt consists of the following:

	June 30, 2018			December 31, 2017
Convertible notes payable	$	1,230,328		$	795,803
Test vehicle financing		31,767			42,444
Note payable – related party		7,490			7,490
Note payable – UPT minority owner		240,000			250,000
		1,509,585			1,095,737
Debt discount		(767,784	)		(339,416	)
		741,801			756,321
Less: current portion		(710,794	)		(659,312	)
Long-term portion	$	31,007		$	97,009

Convertible notes payable

August 2016 Convertible Note– In August 2016, the Company entered into a senior convertible note agreement with KHIC. We received $400,000, bearing interest at 3%, with principal and interest payable on August 24, 2018. In addition, the Company received the right to require the buyer to purchase from the company four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share. At the same time, the Company granted the buyer the right to require the company to sell to the buyer four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share. In the event of default, the interest rate will be 18% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150% or (ii) convert any portion of this note then held by noteholder into shares of common stock at the conversion price of $0.025, equal to a number of shares of common stock equal to the principal amount outstanding on the note (divided by 0.025) and multiplied by the premium of 150%.

 

9

The note may be converted at any time into shares of the common stock at the conversion price pursuant to the terms of the note. The buyer may not, however, convert more than 50% of the note’s purchase price prior to September 30, 2016.

On April 18, 2017, KHIC was issued 1,132,000 shares of common stock after converting $28,300 in debt at $0.025 per share.

On May 30, 2017, the Company signed an amendment to the securities purchase agreement originally signed with KHIC on August 24, 2016. In exchange for $100,000, KHIC extended the KHIC’s right to require the Company to sell to the buyer, four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share until June 7, 2017. The right was originally due to expire on May 31, 2017. On June 7, 2017, KHIC exercised the right and was issued the requisite shares and warrants.

On April 8, 2018, KHIC was issued 2,025,000 shares of common stock after converting $50,625 in debt at $0.025 per share.

February Convertible Note – On February 13, 2017, the Company entered into a convertible note agreement with Black Mountain Equities, Inc. We received $100,000, with an original issue discount of $10,000 in lieu of interest, for a total amount of $115,000 due on September 13, 2017. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.08 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. Shares reserved for future conversions must equal to at least 100% of the full number of shares of common stock issuable upon conversion of all outstanding amounts under this note.

Lucas Hoppel purchased the Note from Black Mountain Equities, Inc. on November 1, 2017. The Note had a current outstanding balance of $141,625, consisting of $110,000 of principal, $3,300 of accrued and unpaid interest and $28,325 of additional charges.

An amendment was signed on November 1, 2017 which extended the maturity date of the note to December 31, 2017. In exchange the conversion price was reduced to $0.05 per share. On December 29, 2017, the note was amended again and the maturity date was extended to February 16, 2018. In exchange, the conversion price was reduced to $0.04 per share. Another amendment on February 19, 2018 extended the maturity date to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025 per share.

From November 8, 2017 to February 21, 2018, the company issued 3,000,000 shares on conversion of $102,5000 in debt.

On March 5, 2018, we issued 1,565,000 shares on conversion of $39,125 and the note was retired.

August Convertible Note – On August 25, 2017, the Company entered into a convertible note agreement. We issued 300,000 inducement shares of restricted common stock and received $150,000, with an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on March 25, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.10 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 February 19^th, 2018, the convertible note agreement was amended and the maturity date was extended until April 30, 2018. In exchange, the holder’s debt conversion share price was reduced from $0.05 to $0.025 per share.

Subsequent to the signing of the amendment, from March 23 to April 19, 2018, a total of $87,500 were converted into 3,500,000 shares of common stock.

On April 27, 2018, a second amendment was signed extending the maturity date until May 30, 2018. On May 23, 2018, we issued 3,298,000 shares on conversion of $82,450 and the note was retired.

 

10

January Convertible Note – On January 26, 2018, the Company entered into a convertible note agreement. We issued 800,000 inducement shares of restricted common stock and received $200,000, with an original issue discount of $20,000 in lieu of interest, for a total amount of $220,000 due on August 26, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

September 2016 Promissory Notes – On September 30, 2016, the Company issued Gemini Master Fund, Ltd., a 5% stockholder, a secured promissory note in the original principal amount of $180,000. The note accrues interest at 5% (18% in the event of an event of default) and matures on June 30, 2017. In connection with the issuance of the note, Gemini Master Fund was issued 800,000 shares of common stock on November 10, 2016.

On June 30, 2017, the promissory note holder signed an extension agreement that extended the maturity date of the promissory notes to September 30, 2017 and then again until November 30, 2017. The terms and conditions remained the same.

On November 13, 2017, Lucas Hoppel purchased the note for $226,325 which included accrued and unpaid interest as well as additional charges.

On November 20, 2017, Lucas Hoppel signed an amendment to the note which extended the maturity date to December 31, 2017. In addition, the note was changed from promissory to convertible with a a conversion price of $0.05 per share. On December 29, 2017 the note was amended and the maturity date was extended to February 16, 2017. In exchange the conversion price was reduced to $0.04.

On February 19, 2018, the Company signed an amendment to a convertible note for $226,325 originally issued on September 3, 2017. The amendment extended the maturity dated extended to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025.

From December 7, 2017 to February 20, 2018, a total of $185,000 were converted into 4,750,000 shares of common stock. On March 5, 2018, the buyer converted $41,325 into 1,653,000 shares of common stock and the $226,325 note was retired.

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

April Convertible Note -- On April 26, 2018, the Company entered into a convertible note agreement. We received $128,000 with an original issue discount of $12,800 in lieu of interest, for a total amount of $140,800 due on July 25, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

May Convertible Note – On May 22, 2018, the Company entered into a convertible note agreement. We issued 400,000 inducement shares of restricted common stock and received $110,000, with an original issue discount of $10,000 in lieu of interest, for a total amount of $100,000 due on December 22, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

May Convertible Note -- On May 31, 2018, the Company entered into a convertible note agreement. We received $53,000 with an original issue discount of $5,300 in lieu of interest, for a total amount of $58,300 due on May 31, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

 

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Test Vehicle Financing

In October 2014, the Company entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles.

Note payable – related party

Incidental expenses of $7,490 paid by two officers over the past two years will be reimbursed as soon as funds are available.

Note payable – UPT minority owner

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

Warrants Issued with Debt

When we issue notes payable, we may also be required to issue warrants.

	Number of Warrants			Weighted- average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		14,421,379			0.02		1.5	$	725,950
Granted		--			--
Forfeited or expired		(250,000	)		0.17
Exercised		(13,603,662	)		0.02
Outstanding, June 30, 2018		567,717			0.14		1.4	$	3,596

Future contractual maturities of debt are as follows:

Year ending December 31,
2018		693,458
2019		48,343
2020		--
	$	741,801

Note 4 – Derivative Liability

Under the terms of the warrants issued with the September 2015 convertible note and the convertible notes issued in April and May 2018, we identified derivative instruments.

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

	Six Months Ended June 30, 2018
Volatility	102–119.4		%
Risk-free interest rate	1.7–2.3		%
Expected life (years)	0.2 – 1.3
Dividend yield		--

 

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Changes in the derivative liability were as follows:

	Six Months Ended June 30, 2018
	Level 1		Level 2		Level 3
Convertible debt and other derivative liabilities at December 31, 2017		--		--	$	7,504
New debt instruments						169,450
Change in fair value		--		--		(19,415	)
Convertible debt and other derivative liabilities at June 30, 2018	$	--	$	--	$	157,539

Note 5 -- Commitments and Contingencies

On October 7, 2016, the Company received a complaint, Wang et al v. Cool Technologies, Inc. et al, filed on July 28, 2016 in the U.S. District Court for the Eastern District of New York (Brooklyn) Civil docket #1:16CV04101RRMPK alleging damages of $1,100,000 for inter alia breach of contract for failing to register shares sold to the Plaintiffs in February and March 2014. On March 30, 2017, the Company and Timothy Hassett, the Company’s Chief Executive Officer, requested leave of the court to move to dismiss the matter, on both Substantive and Jurisdictional grounds. On April 13, 2017, the Honorable United States District Court Judge Roslynn R. Mauskopf granted leave to renew our March 30, 2017 request for a pre-motion conference after the initial conference before Magistrate Judge Kuo. At the initial conference, Corporate counsel informed the court that the Company, in fact, filed a registration statement for said shares in July 2014 and the Warrants were in the possession of Plaintiff Gary Zse Kong J.D. and located on his computer and printed at his office in the Law Offices of Gary Park. Magistrate Judge Peggy Kuo directed plaintiff to file an amended complaint and directed plaintiff Gary Sze Kong to preserve all computer and other records which may still be at the Law Offices of Gary Park. Defendants were also granted leave to subpoena such records if they are no longer under the control of Plaintiff Kong. On June 30th Plaintiff filed an “attorney verified” amended complaint inter alia admitting that the company registered the shares. On August 7, 2017, Corporate Counsel requested leave for a pre-motion conference to move to dismiss the matter. On October 10, 2017, the Honorable Judge Mauskopf issued an order that by October 17, 2017, plaintiffs shall file a letter with the Court setting forth the legal and factual bases on which they intend to oppose the defendants’ proposed motion to dismiss. On April 3, 2018 plaintiffs obtained new counsel. On May 31, 2018 the parties entered into a settlement and on July 3, 2018 the Honorable Judge Mauskopf ordered the matter dismissed with prejudice without costs to either party. On July 9, 2018 the Order was entered dismissing the matter.

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

Note 6 – Equity

Preferred Stock

The Company has 15,000,000 preferred shares authorized and 33 Series A and 2,727,270 Series B preferred shares issued and outstanding as of June 30, 2018.

On August 12, 2016, the Company entered into a Securities Purchase Agreement with four accredited investors pursuant to which it sold 3,636,360 shares of the Company’s Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of company’s common stock. The exchange of the preferred stock for common stock requires no additional consideration.

In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase (i) 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. The aggregate purchase price of the preferred stock and warrants was $200,000, of which $150,000 was paid in cash and $50,000 was paid in services.

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

 

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

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

The holder of any shares of Class B Preferred Stock have the right to convert their shares into common stock at any time, in a conversion ratio of one share of common stock for each share of Class B Preferred. If the Corporation’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 Corporation in a conversion ratio of one share of Common Stock for each share of Class B Preferred.

The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation.

The warrants cannot be exercised on a cashless basis.

On October 31 and November 1, 2016, three of the accredited investors provided $51,000 to the company. Pursuant to signed approval from the investors, on July 25, 2017, we issued 309,090 shares of common stock to each of the investors.

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

Preferred stock issuable on the consolidated balance sheet represents preferred stock to be issued for either cash received or services performed. As of June 30, 2018 and 2017, the number of shares of preferred stock to be issued was 0 and 927,270 shares, respectively.

Spirit Bear, a related party, holds 30 shares of our Series A preferred stock and KHIC, Inc., a related party, holds the remaining 3 shares of our Series A preferred stock. Each share of Series A Preferred Stock (“Preferred Stock”) is convertible into 50,000 shares of common stock. Each share of Preferred Stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of Preferred Stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the “Certificate of Designation”), and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share).

Common Stock

On August 19, 2015, the stockholders voted to increase the number of authorized shares of common stock from 100,000,000 shares to 140,000,000 shares. On February 10, 2017, the board of directors and the holders of Series B Preferred shares voted to amend the Articles of Incorporation and increase the number of authorized shares to 350,000,000. Amending the Articles of Incorporation requires an affirmative vote from the holders holding at least a majority of the voting rights of the outstanding common stock. As per an amended and restated Certificate of Designation filed with the state of Nevada on October 31, 2016, the holders of Series B Preferred shares are entitled to sixty-six and two-thirds percent (66 2/3%) of the total votes on all such matters that shareholders are allowed to vote on.

Common stock issuable on the condensed consolidated balance sheet represents common stock to be issued for either cash received or services performed. As of June 30, 2018 and December 31, 2017, the number of shares of common stock to be issued was 218,670 and 9,320,635 shares, respectively.

 

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Common stock warrants issued with the sale of our common stock

When we sell shares of our common stock the buyer also typically receives fully-vested common stock warrants with a maximum contractual term of 3-5 years. A summary of common stock warrants issued with the sale of our common stock as of June 30, 2018, and changes during the period then ended is presented below:

	Number of Warrants			Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		47,437,548		$	0.19
Granted		5,431,944			0.06
Forfeited or cancelled		(75,454	)		0.63
Outstanding, June 30, 2018		52,794,078			0.18		1.8	$	166,639
Exercisable, June 30, 2018		52,794,078			0.18		1.8	$	166,639

Note 7 – Share-based payments

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

	Six months ended June 30,
	2018			2017
Nonemployee common stock	$	--		$	115,329
Nonemployee warrants – fully-vested upon issuance	$	25,882		$	41,111
Nonemployee warrants – service and performance conditions		--			6,118
Total share-based expense charged against income	$	25,882		$	162,558
Impact on net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Nonemployee common stock

Investor relations agreement

In January, 2016, we entered into a 2 month agreement with a company, which subsequently became a shareholder, to provide corporate consulting, communications and market outreach services. Under the terms of this agreement we agreed to pay $25,000 in fees and agreed to issue a total of 300,000 warrants with an exercise price of $0.18 per share through February 2016.

In March 2016, we renewed the agreement for a period ending December 31, 2016. Under the terms of this renewal, we agreed to pay a total of $102,000 in fees and agreed to issue a total of 425,000 shares of restricted common stock per and 575,000 warrants with an exercise price of $0.40 per share. We recognized expense of $70,151 during the year ended December 31, 2016. The agreement was not renewed for a second time.

Other

During the quarters ended June 30, 2018 and 2017, the Company issued no other shares of common stock in exchange for services. A consulting expense of $80,000 accrued in accordance with our contract with Summit Management Consulting, Inc. for the services of our CFO, Quentin Ponder, was exchanged for 1,600,000 shares of common stock during the quarter ended March 31, 2018.

 

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Nonemployee common stock warrants -- Fully-vested upon issuance

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

	Number of Warrants		Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		12,945,836		0.29
Granted		500,000		0.05
Forfeited or expired		--		--
Outstanding, June 30, 2018		13,445,836		0.27		1.9	$	168,500
Exercisable, June 30, 2018		13,445,836		0.27		1.9	$	168,500

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

	3 Months Ended June 30, 2018
Volatility	143.4	%
Risk-free interest rate	2.6	%
Expected life (years)	5.0
Dividend yield	--

Nonemployee common stock warrants -- Service and performance conditions

The Company granted no additional fully-vested options during the three months ended June 30, 2018.

Employee stock options – Fully-vested

The Company granted no additional fully-vested options during the three months ended June 30, 2018.

Note 8 – Net Loss per Share

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

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

	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Net loss available for stockholders	$	(966,346	)	$	(720,506	)	$	(2,155,157	)	$	(3,053,455	)
Weighted average outstanding shares of common stock		194,276,545			121,158,343			178,896,757			117,073,968
Dilutive effect of stock options and warrants		--			--			--			--
Common stock and equivalents		194,276,545			121,158,475			178,896,757			117,073,968
Net loss per share – Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)

 

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Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position.

	June 30
	2018		2017
Stock options		4,000,000		4,000,000
Common stock warrants		67,287,631		61,323,753
Common stock issuable		2,728,030		2,411,364
Convertible notes		43,280,642		19,677,133
Convertible preferred stock		4,377,270		5,377,270
Convertible preferred stock issuable		--		927,270
Total		121,673,573		93,716,790
Total exercisable at June 30		118,945,543		90,378,156

Note 9 – Subsequent Events

On June 18, 2018, we sold a total of 1,583,333 shares of common stock and a five-year cashless warrant to purchase 1,187,499 shares of our common stock at an exercise price of $0.08 per share to an accredited investor in a private offering. We received $95,000 as consideration for the sale of such securities. The funds were received on June 18, 2018 and the shares were issued on July 9, 2018.

On July 5, 2018, the Company entered into a Promissory Note Agreement with a private individual. We received $100,000 in financing and promised to pay the principal amount on or before the one year anniversary. Furthermore, the Company committed to immediately pay the principal amount upon the receipt of funds from debt or surety bond financing, a bridge loan or payments received from product invoices or purchase contracts. In exchange, we issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.065. The warrants expire after five years.

On July 13, 2018, the Company entered into a financing agreement for the purchase of a test vehicle for $45,018, bearing interest at 9.92% payable monthly over six years, collateralized by the vehicle.

 

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

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the SEC.

Because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the interim financial statements and related notes elsewhere in this Quarterly Report on Form 10-Q.

Overview

Cool Technologies, Inc., (we, us, our, the “Company” or “Cool Technologies”) was incorporated in the State of Nevada on July 22, 2002. We were formerly known as Bibb Corporation, Z3 Enterprises and HPEV, Inc. On August 20, 2015, we changed our name to Cool Technologies, Inc. We have developed and intend to commercialize thermal dispersion technologies in various product platforms and a parallel power input gearbox, around which we have designed a mobile generator system that can be retrofit onto new and existing trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym.

Our technologies are divided into two distinct but complementary categories: heat dispersion technology and mobile power generation (MG).

We plan to commercialize thermal dispersion technologies based on proprietary composite heat structures and heat pipe architecture in various product platforms such as electric motors, pumps, turbines, bearings and vehicle components. We believe that our technologies can help increase the efficiency and lifespan as well as help meet regulatory emissions standards for heat producing equipment and components. We believe that the simplicity of the heat pipe architecture as well as the fact that it provides effective new applications for existing manufacturing processes should enhance the cost structure in several large industries including motor/generator and engine manufacturing. As part of our commercialization efforts, we have applied for and received a trademark for our Totally Enclosed Heat Pipe Cooled technology or ‘TEHPC’.

We also plan to commercialize an integrated parallel power input system that can be retrofit onto new and existing American trucks. The integrated system enables work trucks to run an on-board generator to deliver mobile electric power. When the generator is enhanced by our thermal technology, we believe it should be able to output more power than any other generator of its size on the market.

The markets we intend to serve with our mobile generation system include consumer, industrial and military markets, both in the U.S. and worldwide.

As of June 30, 2018, we have seven US patents, one granted Mexican patent, four pending applications (2 Canadian, 1 Brazilian, 1 US) and one US provisional application pending, all in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel power vehicle platform system. We also have a Patent Cooperation Treaty (“PCT”) applications filed for a heat pipe cooled brake system, a parallel power input gearing system (PPIG) and radial vent thermal technology.

 

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We intend to commercialize our patents by integrating our technology with Original Equipment Manufacturer (OEM) partners, by licensing our thermal technologies and applications to electric motor, generator, pump and vehicle component (brake, resistor, caliper) manufacturers; and by licensing or marketing a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. Third party representatives and our UPT subsidiary are also taking pre-orders for new retrofitted work trucks.

We opened our UPT headquarters in Largo, Florida in May 2014. We use the facility to perform research and development for our mobile generator business and it will serve as a sales showroom in the future.

We have not generated any revenues to date. We generated our first Mobile Generation (MG) order during the quarter ended June 30, 2014, and received a partial deposit in advance of completing the sale. Subsequently, we received an order for 10 MG systems from Craftsmen Industries during the quarter ended June 30, 2017. In November 2017, we received a purchase commitment for 234 MG systems from the National Union of Producers of Jatropha in Mexico (Jatropha). That was followed by a purchase commitment for 24 to 50 MG units from the National Union of Producers in Mexico for the state of Veracruz in December 2017. On April 9, 2018, Jatropha executed a purchase order with the Company for 10 Ford F-350s with MG80 kVA systems installed.

Management, along with key directors and members of the Board of Advisors utilized 2017 to establish production centers, sign supplier agreements, interview prospective customers and generate 269 sales commitments which confirmed revenues for the Company. They also increased electrical output for the MG, added new technical capabilities, finalized data packs, models and schematics to enable third party up-fitting, and defined the steps of the purchase cycle which will based upon the Six Sigma innovation sales process. With the completion of the development of the MG80 system in the first quarter of 2018, our focus is now on completing the MG125.

A software upgrade intended to enhance the MG’s flexibility by allowing quick adaption to different vehicle platforms and Human Machine Interfaces as well as enabling future Bluetooth and Wi-Fi applications was completed in 2017. The enhancements should increase the MG’s appeal to the OEMs, government agencies and corporate conglomerates the company has been in contact with.

In 2017, we provided the first public demonstration of a 30 kilovolt amp (kVA) MG system at the North American International Auto Show in Detroit, Michigan. Subsequent appearances at public events such as the Kentucky Derby parade as well as presentations at private events such as Craftsmen Industries’ 35th Anniversary Party generated interest from potential customers including truck manufacturers, distributors and up-fitters, trailer manufacturers, the US military and military vehicle providers, disaster relief agencies, and a global conglomerate. That interest has been magnified as attendees introduced CoolTech to their customers, procurement officers and C-level management. A May 2018 demonstration of an MG80 system in Fort Collins, Colorado before Mexican representatives from a variety of government and industry sectors generated interest for several applications in the country including water purification and deep well pumping.

The Company is working to turn the interest into orders by acquiring and retrofitting Class 3 to 7 trucks to address the specific needs of interested customers and by writing quotes as well as arranging additional demonstrations for target industries and decision-makers.

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

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

 

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Recent Developments

Amendment of Series B Preferred Stock

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

On May 8, 2017, Inverom Corporation converted its 909,090 Series B preferred shares into 909,090 shares of common stock. The represented all of the shares of Series B stock held by Inverom Corporation. As a result, there are 2,727,270 shares outstanding.

Amended Articles of Incorporation

We filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada increasing our authorized shares of common stock, from 140,000,000 shares to 350,000,000 shares, effective March 22, 2017.

Craftsmen Industries, Inc.

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

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

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

On June 9, 2017, the Company received a purchase order for 10 MG systems from Craftsmen, each in the amount of $29,500 with 50% paid as a down payment at the time of acceptance by Craftsmen’s customer. As Craftsmen specializes in custom vehicles, each customer order is a stand-alone, dependent on an individual application that is vehicle specific. As of August 6, 2018, no orders have been placed yet.

Furthermore, Craftsmen has been chosen to produce the MG systems for the company’s initial orders from Jatropha and Veracruz (See below).

 

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Veteran Technology Group

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

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

Cornerstone Growth Partners

On June 5, 2017, the Company entered into a Master Retainer Agreement (“Cornerstone Retainer Agreement”) with Cornerstone Growth Advisors (“Cornerstone”) to retain the advisory and business development services in the commercial vehicle industry of its managing partner, David Gerrard. The term of the Agreement is until April 20, 2019 and may be terminated by either party upon three months prior notice. The Company will pay Cornerstone $4,000 per month for its services. In addition, Cornerstone is entitled to a commission of 5% of gross revenues on all new business generated by it for the Company, payable monthly and continuing for five years. Under the Cornerstone Retainer Agreement, Cornerstone is also entitled to the award of from 5,000 to 20,000 warrants upon the acquisition of certain customers. On July 3, 2017, the Company issued Cornerstone, a three-year warrant to purchase 100,000 shares of Common Stock at an exercise price of $0.07, in lieu of cash payments due under the Agreement for the months of May and June 2017. The warrant includes a provision for cashless exercise.

We believe that Mr. Gerrard will help position the Company, and nurture client relationships to help secure new customers and manage sales with Fortune 500 companies for Class 3 to 7 work trucks with applications ranging from disaster relief units, mobile kitchens and command centers, utility and telecom vehicles, digger derricks, crane trucks, bucket trucks, refrigerated trucks, electric vehicle chargers and mobile power platforms.

National Union of Jatropha Producers

In November 2017, the Company received a purchase commitment for 234 MG systems from the National Union of Producers of Jatropha in Mexico (Jatropha).

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

The purchase commitment stipulates that CoolTech will furnish Jatropha with an MG80 retro-fitted onto a Ford F-350 truck within 60 business days. To ensure the system is optimized to meet Jatropha’s needs, CoolTech set the terms of the agreement to allow both teams to gather data and provide performance feedback another 30 to 60 days. Upon completion of this period, Jatropha will release the balance of the order for 233 units and production should start no later than the second quarter of 2018. Payment terms require 50% down and 50% at time of shipment, FOB (Freight on Board) from Cool Technologies’ dock.

 

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On February 6^th, the 60^th business day after the initial agreement, Jatropha signed an agreement to amend their previous purchase agreement. It eliminates the 60 business day deadline for the truck to be shipped to Mexico. Under the new agreement, representatives from Jatropha will come to Colorado for an inspection and live performance demonstration (See ‘Live MG80 Demonstration in Fort Collins, Colorado’ below). If approved, the generator-equipped trucks will go into production as specified in the original purchase agreement.

On April 9, 2018, Jatropha executed a purchase order with the Company for 10 Ford F-350s with MG80 kVA systems installed. The value of the initial order is in excess of one million dollars.

It’s too early to tell whether the NAFTA renegotiations will impact the company or the production and delivery of its products to Jatropha. In April 2017, Donald Trump threaten to exit NAFTA if it wasn’t renegotiated. Since then eight rounds of negotiations have occurred. Major sections such as rules of origin on vehicles and major market access rules have yet to be decided. More negotiations are scheduled, but upcoming elections in the US could change the political calculus and slow the process as a new Congress is sworn in.

National Union of Producers in Mexico for the state of Veracruz

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

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

According to the contract, the company will deliver an MG 80 retro-fitted onto a Ford F-350 truck within 60 business days. Then, to ensure the system fully addresses the application requirements, CoolTech, as a best practice of Six Sigma quality, will gather data and performance feedback. When CoolTech is satisfied that optimal performance has been achieved, the union will release the balance of the order and production begins.

On February 23rd, Veracruz signed an agreement to amend their previous purchase agreement. It eliminates the 60 business day deadline for the truck to be shipped to Mexico. Under the new agreement, representatives from Veracruz will come to Colorado for an inspection and live performance demonstration. If approved, the generator-equipped trucks will go into production as specified in the original purchase agreement. The details and timing of the release of a purchase order are currently being worked out.

Payment terms require 50% down and 50% at time of shipment, each payable with a bank letter of credit. Product delivery will be considered FOB (Freight on Board) from Cool Technologies’ shipping dock. As to whether the NAFTA renegotiations will impact the Veracruz agreement, see the National Union of Jatropha Producers section above.

Panasonic System Communications Company of North America.

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

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

 

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The first initiative resulted in the resulted in CoolTech’s use of the Panasonic Toughpad tablet to provide a rugged touchscreen interface for field technicians to control and calibrate the Mobile Generation systems. The Toughpad will be deployed in the trucks’ cabs and will enable remote control of the vehicle within a 300 foot radius.

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

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

Live MG80 Demonstration in Fort Collins, Colorado

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

A representative of the National Union of Jatropha Producers approved the generator-equipped truck. It will go into production as the Company secures final funding. Based on initial feedback and subsequent meetings and conversations with other attendees, the Company expects the demonstration will lead to more than $20 million worth of new orders.

Results of Operations

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

	Three months ended June 30,
	2018			2017			Change			%
Revenues	$	--		$	--			N/A			N/A
Operating expenses
Payroll and related expenses		136,321			126,546			9,775			7.7	%
Consulting		109,000			211,611			(102,611	)		-48.5	%
Professional fees		74,901			55,578			19,323			34.8	%
Research and development		201,654			31,970			169,684			530.8	%
General and administrative		87,722			73,548			14,174			19.3	%
Total operating expenses		609,598			499,253			110,345			22.1	%
Interest expense, net		(463,189	)		(351,326	)		(111,863	)		31.8	%
Change in fair value of derivative liability		17,884			127,087			(109,203	)		-85.9	%
Loss on extinguishment of debt		88,000						88,000			N/A
Net loss		(966,903	)		(723,492	)		(243,411	)		33.6	%
Less: Noncontrolling interest		(557	)		(2,986	)		2,429			-81.3	%
Net loss to shareholders	$	(966,346	)	$	(720,506	)	$	(245,840	)		34.1	%

 

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	Six months ended June 30,
	2018			2017			Change			%
Revenues	$	--		$	--			N/A			N/A
Operating expenses
Payroll and related expenses		272,815			264,949			7,866			3.0	%
Consulting		215,882			332,029			(116,147	)		-35.0	%
Professional fees		219,942			104,283			115,659			110.9	%
Research and development		434,585			111,798			322,787			288.7	%
General and administrative		149,215			143,038			6,177			4.3	%
Total operating expenses		1,292,439			956,097			336,342			35.2	%
Interest expense, net		(971,595	)		(566,346	)		(405,249	)		71.6	%
Change in fair value of derivative liability		19,415			(1,537,400	)		1,556,815			-101.3	%
Loss on extinguishment of debt		88,000						88,000			N/A
Net loss		(2,156,619			(3,059,843	)		903,224			-29.5	%
Less: Noncontrolling interest		(1,462	)		(6,388	)		4,926			-77.1	%
Net loss to shareholders	$	(2,155,157	)	$	(3,053,455	)	$	898,298			-29.4	%

Revenues

During the three months ended June 30, 2018, we have not generated any revenues.

Operating Expenses

Payroll and related expenses increased slightly during the three and six months ended June 30, 2018 compared to the three and six months ended June 30, 2017 due to additional state payroll taxes levied.

Consulting expense decreased during the three months ended June 30 from $211,611 in 2017 to $109,000 in 2018 due to stock and warrant payments for services rendered. During the six months ended June 30, consulting expense decreased from $332,029 in 2017 to $215,882 in 2018 due to stock and warrant payments for services rendered.

Professional fees increased during the three months ended June 30 from $55,578 in 2017 to $74,901 in 2018 due to an increase in legal services needed. During the six months ended June 30, professional fees increased from $104,283 in 2017 to $219,942 in 2018 due to an increase in legal services needed.

Research and development expenses increased during the three months ended June 30 from $31,970 in 2017 to $201,654 in 2018 due to the hiring of two new engineering firms. During the six months ended June 30, research and development expenses increased from $111,798 in 2017 to $434,585 in 2018 due to the hiring of two new engineering firms.

General and administrative expense increased during the three months ended June 30 from $73,548 in 2017 to $87,722 in 2018 due to additional insurance, advertising and sales promotion expenses. During the six months ended June 30, general and administrative expense increased from $143,038 in 2017 to $149,215 in 2018 due to additional insurance, advertising and sales promotion expenses.

 

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Other Income and Expense

Interest expense increased during the three months ended June 30, 2018 compared to the three months ended June 30, 2017 due to accelerated debt discount amortization upon the conversion of convertible notes.

Net Loss and Noncontrolling interest

Since we have incurred losses since inception, we have not recorded any income tax expense or benefit. Accordingly, our net loss is driven by our operating and other expenses. Noncontrolling interest represents the 5% third-party ownership in UPT, which is subtracted to calculate Net loss to shareholders.

Liquidity and Capital Resources

We 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. At June 30, 2018, we had cash of $49,122.

Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $3,442,087 and $3,154,879, respectively, at June 30, 2018 and December 31, 2017. The decrease in working capital was due to an increase in in prepaid expense, accounts payable, debt, current portion, and derivative liability as well as a significant decrease in cash and accrued liabilities .

August 2016 Convertible Note – In August 2016, the Company entered into a senior convertible note agreement. We received $400,0000, bearing interest at 3%, with principal and interest payable on August 24, 2018. In addition, the Company received the right to require the buyer to purchase from the company four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share. At the same time, the Company granted the buyer the right to require the company to sell to the buyer four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share. In the event of default, the interest rate will be 18% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150% or (ii) convert any portion of this note then held by noteholder into shares of common stock at the conversion price of $0.025, equal to a number of shares of common stock equal to the principal amount outstanding on the note (divided by 0.025) and multiplied by the premium of 150%.

The note may be converted at any time into shares of the common stock at the conversion price pursuant to the terms of the note. The buyer may not, however, convert more than 50% of the note’s purchase price prior to September 30, 2016. We determined that the conversion feature meets the requirements for derivative treatment and have recorded a derivative liability and a corresponding debt discount on the condensed consolidated balance sheet.

September 2016 Promissory Notes – On September 30, 2016, we sold a promissory note in the principal amount of $180,000. The note bears the terms: 5% interest per annum with a maturity date of June 30, 2017. In the event of a default, the interest rate will increase to 18. On November 10, 2016, we issued 800,000 shares of our common stock as partial consideration for the note to Gemini Master Fund, Ltd.

On June 30, 2017, the promissory note holder signed an extension agreement that extended the maturity date of the promissory notes to September 30, 2017 and then again until November 30, 2017. The terms and conditions remain the same.

On November 13, 2017, Lucas Hoppel purchased the note for $226,325 which included accrued and unpaid interest as well as additional charges.

On November 20, 2017, Lucas Hoppel signed an amendment to the note which extended the maturity date to December 31, 2017. In addition, the note was changed from promissory to convertible with a a conversion price of $0.05 per share. On December 29, 2017 the note was amended and the maturity date was extended to February 16, 2017. In exchange the conversion price was reduced to $0.04.

On February 19, 2018, the Company signed an amendment to a convertible note for $226,325 originally issued on September 3, 2017. The amendment extended the maturity dated extended to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025.

From December 7, 2017 to February 20, 2018, a total of $185,000 were converted into 4,750,000 shares of common stock. On March 5, 2018, the buyer converted $41,325 into 1,653,000 shares of common stock and the $226,325 note was retired.

 

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August Convertible Note – On August 25, 2017, the Company entered into a convertible note agreement. We issued 300,000 inducement shares of restricted common stock and received $150,000, with an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on March 25, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.10 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 February 19, 2018, the Company signed an amendment to a convertible note for $165,000. The amendment extended the maturity dated extended to April 30, 2018. In exchange, the conversion price was reduced from $0.05 to $0.025.

Subsequent to the signing of the amendment, on March 23, 2018, $37,500 was converted into 1,500,000 shares of common stock. On April 18, 2018, $50,000 was converted into 2,000,000 shares of common stock.

On April 27, 2018, a second amendment was signed extending the maturity date until May 30, 2018. On May 23, 2018, we issued 3,298,000 shares on conversion of $82,450 and the note was retired.

January Convertible Note – On January 26, 2018, the Company entered into a convertible note agreement. We issued 800,000 inducement shares of restricted common stock and received $200,000, with an original issue discount of $20,000 in lieu of interest, for a total amount of $220,000 due on August 26, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

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

April Convertible Note -- On April 26, 2018, the Company entered into a convertible note agreement. We received $128,000 with an original issue discount of $12,800 in lieu of interest, for a total amount of $140,800 due on July 25, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

May Convertible Note – On May 22, 2018, the Company entered into a convertible note agreement. We issued 400,000 inducement shares of restricted common stock and received $110,000, with an original issue discount of $10,000 in lieu of interest, for a total amount of $100,000 due on December 22, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

May Convertible Note -- On May 31, 2018, the Company entered into a convertible note agreement. We received $53,000 with an original issue discount of $5,300 in lieu of interest, for a total amount of $58,300 due on May 31, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

We currently have no off-balance sheet arrangements.

  

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Cash Flows

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

	Six months ended June 30,
	2018			2017
Net cash used in operating activities	$	(1,174,023	)	$	(659,926	)
Net cash used in investing activities		(14,516	)		(12,052	)
Net cash provided by financing activities		1,064,318			771,332

Net cash used in operating activities increased as a result of higher spending on research and development. Our investing activity relates to the development of patents in both years. Cash provided by financing activities included sale of common stock for $259,995 and $357,500, respectively, during the first six months of 2018 and 2017, as well as debt borrowings of $825,000 and $424,985, respectively, during 2018 and 2017.

Management believes the Company’s funds are insufficient to provide for its projected needs for operations for the next 12 months. We will need additional funding to support product development and working capital needs. We hope to raise additional funds by selling our equity securities; however, there can be no assurance that we will be able to raise such additional financing.

Going Concern

We have incurred net losses of $47,402,897 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise capital, generate revenue, achieve profitable operations and repay our obligations when they come due. We will have to obtain additional debt and / or equity financing; however, we cannot provide investors with assurance that we will be able to raise sufficient capital to fund our operations.

Critical Accounting Estimates

Our 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. We continually evaluate 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 our results of operations and financial position are discussed in our Annual Report on Form 10-K for the year ended December 31, 2017 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

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

 

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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 our management, including our principal executive officer and principal financial officer, as of June 30, 2018, we conducted an evaluation of our 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, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us 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 our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our internal controls are not effective for the following reasons, (1) there are no entity level controls, because of the limited time and abilities of the Company’s four officers, (2) there is no separate audit committee, and (3) we have 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 our evaluation, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2018.

Going forward, we intend to evaluate our processes and procedures and, where practicable, implement changes in order to have more effective controls over financial reporting.

Changes in Internal Control over Financial Reporting

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

 

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Part II. Other Information

Item 1. Legal Proceedings

U.S. District Court, Eastern District of New York

On October 7, 2016, the Company received a complaint, Wang et al v. Cool Technologies, Inc. et al, filed on July 28, 2016 in the U.S. District Court for the Eastern District of New York (Brooklyn) Civil docket #1:16CV04101RRMPK alleging damages of $1,100,000 for inter alia breach of contract for failing to register shares sold to the Plaintiffs in February and March 2014. On March 30, 2017, the Company and Timothy Hassett, the Company’s Chief Executive Officer, requested leave of the court to move to dismiss the matter, on both Substantive and Jurisdictional grounds. On April 13, 2017, the Honorable United States District Court Judge Roslynn R. Mauskopf granted leave to renew our March 30, 2017 request for a pre-motion conference after the initial conference before Magistrate Judge Kuo. At the initial conference, Corporate counsel informed the court that the Company, in fact, filed a registration statement for said shares in July 2014 and the Warrants were in the possession of Plaintiff Gary Zse Kong J.D. and located on his computer and printed at his office in the Law Offices of Gary Park. Magistrate Judge Peggy Kuo directed plaintiff to file an amended complaint and directed plaintiff Gary Sze Kong to preserve all computer and other records which may still be at the Law Offices of Gary Park. Defendants were also granted leave to subpoena such records if they are no longer under the control of Plaintiff Kong. On June 30th Plaintiff filed an “attorney verified” amended complaint inter alia admitting that the company registered the shares. On August 7, 2017, Corporate Counsel requested leave for a pre-motion conference to move to dismiss the matter. On October 10, 2017, the Honorable Judge Mauskopf issued an order that by October 17, 2017, plaintiffs shall file a letter with the Court setting forth the legal and factual bases on which they intend to oppose the defendants’ proposed motion to dismiss. On April 3, 2018 plaintiffs obtained new counsel. On May 31, 2018 the parties entered into a settlement and on July 3, 2018 the Honorable Judge Mauskopf ordered the matter dismissed with prejudice without costs to either party. On July 9, 2018 the Order was entered dismissing the matter.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

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

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

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On April 2, 2018, we sold a total of 1,111,111 shares of common stock and a five-year warrant to purchase 1,111,111 shares of our common stock at an exercise price of $0.10 per share to an accredited investor in a private offering. We received $50,000 as consideration for the sale of such securities.

On April 5, 2018, we sold a total of 200,000 shares of common stock and a three-year warrant to purchase 100,000 shares of our common stock at an exercise price of $0.05 per share to an accredited investor in a private offering. We received $10,000 as consideration for the sale of such securities.

On April 10, 2018, we issued 2,025,000 shares of our common stock upon partial conversion of $50,625 on convertible debt of $374,882.84 by KHIC, LLC.

On April 19, 2018, we issued 2,000,000 shares of our common stock upon partial conversion of $50,000 on convertible debt of $169,950 by Lucas Hoppel.

On May 23, 2018, we issued 3,298,000 shares of our common stock upon final conversion of $82,450 on convertible debt of $169,950 by Lucas Hoppel.

On May 24, 2018, we issued 400,000 shares of restricted common stock as an inducement for the signing of a convertible promissory note with a principal value of $110,000 by Lucas Hoppel

On June 18, we sold a total of 1,583,333 shares of common stock and a five-year, cashless warrant to purchase 1,187,499 shares of our common stock at an exercise price of $0.08 per share to an accredited investor in a private offering. We received $95,000 as consideration for the sale of such securities.

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

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

 

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Item 6. Exhibits

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

 

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SIGNATURES

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

	Cool Technologies, Inc.
Dated: August 20, 2018		/s/ Timothy Hassett
	By:	Timothy Hassett
		Chief Executive Officer (Principal Executive Officer)
Dated: August 20, 2018		/s/ Quentin Ponder
	By:	Quentin Ponder
		Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Timothy Hassett, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Cool Technologies, Inc (the “registrant”) for the quarter ended June 30, 2018;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 20, 2018	By:	/s/ Timothy Hassett
		Timothy Hassett
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Quentin Ponder, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Cool Technologies, Inc. (the “registrant”) for the quarter ended June 30, 2018;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 20, 2018	By:	/s/ Quentin Ponder
		Quentin Ponder
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cool Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy Hassett, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 20, 2018	By:	/s/ Timothy Hassett
		Timothy Hassett
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cool Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Quentin Ponder, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 20, 2018	By:	/s/ Quentin Ponder
		Quentin Ponder
		Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 07, 2018
Document And Entity Information
Entity Registrant Name	COOL TECHNOLOGIES, INC.
Entity Central Index Key	0001399352
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		198,693,573
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 49,122	$ 173,343
Prepaid expenses and other assets	47,000	10,000
Total current assets	96,122	183,343
Intangibles	198,004	183,488
Equipment, net	32,760	45,728
Total assets	326,886	412,559
Current liabilities:
Accounts payable	1,405,546	1,222,775
Accrued liabilities - related party	802,281	991,714
Customer deposits - related party	400,000	400,000
Accrued payroll taxes	62,049	56,917
Debt, current portion	710,794	659,312
Derivative liability	157,539	7,504
Total current liabilities	3,538,209	3,338,222
Debt, long-term portion, net of debt discount	31,007	97,009
Total liabilities	3,569,216	3,435,231
Commitments and contingencies (Note 5)
Stockholders’ equity (deficit):
Common stock, $.001 par value; 350,000,000 shares authorized; 197,110,240 and 152,836,983 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	197,110	152,837
Additional paid-in capital	43,787,348	41,401,330
Common stock issuable	218,670	712,000
Common stock held in escrow	8,441	8,441
Accumulated deficit	(47,402,897)	(45,247,740)
Non controlling interest	(53,729)	(52,267)
Total stockholders' deficit	(3,242,330)	(3,022,672)
Total liabilities and stockholders' deficit	326,866	412,559
Series A Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock value
Series B Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock value	$ 2,727	$ 2,727

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Stockholders' Equity (Deficit):
Common stock par value	$ .001	$ .001
Common stock shares authorized	350,000,000	350,000,000
Common stock shares issued	197,110,240	152,836,983
Common stock shares outstanding	197,110,240	152,836,983
Series A Preferred Stock [Member]
Stockholders' Equity (Deficit):
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	15,000,000	15,000,000
Preferred stock shares issued	33	33
Preferred stock shares outstanding	33	33
Series B Preferred Stock [Member]
Stockholders' Equity (Deficit):
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	15,000,000	15,000,000
Preferred stock shares issued	2,727,270	2,727,270
Preferred stock shares outstanding	2,727,270	2,727,270

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Consolidated Statements Of Operations
Revenues
Cost of revenues
Gross profit
Operating expenses
Payroll and related expenses	136,321	126,546	272,815	264,949
Consulting	109,000	211,611	215,882	332,029
Professional fees	74,901	55,578	219,942	104,283
Research and development	201,654	31,970	434,585	111,798
General and administrative	87,722	73,548	149,215	143,038
Total operating expenses	609,598	499,253	1,292,439	956,097
Operating loss	(609,598)	(499,253)	(1,292,439)	(956,097)
Other income (expense):
Interest expense, net	(463,189)	(351,326)	(971,595)	(566,346)
Change in fair value of derivative liability	17,884	127,087	19,415	(1,537,400)
Loss on extinguishment of debt	88,000		88,000
Net loss	(966,903)	(723,492)	(2,156,619)	(3,059,843)
Less: Noncontrolling interest in net loss	(577)	(2,986)	(1,462)	(6,388)
Net loss to shareholders	$ (966,346)	$ (720,506)	$ (2,155,157)	$ (3,053,455)
Net loss per common share: Basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.03)
Weighted average common shares outstanding: Basic and diluted	194,276,545	121,158,343	178,896,757	117,073,968

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Activities:
Net loss	$ (2,156,619)	$ (3,059,843)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		115,329
Warrants issued for services	25,882	47,229
Loss (gain) on extinguishment of debt	(88,000)
Non-cash interest expense		45,817
Change in fair value of derivative liability	(19,415)	1,537,400
Amortization of debt discount	959,691	503,485
Depreciation expense	12,968	12,968
Changes in operating assets and liabilities:
Prepaid assets	(37,000)
Prepaid expenses		(36,999)
Accounts payable	182,771	61,325
Accrued liabilities - related party	(59,433)	100,048
Accrued payroll liabilities	5,132	13,405
Net cash used in operating activities	(1,174,023)	(659,926)
Investing Activities:
Intangible assets	(14,516)	(12,052)
Net cash used in investing activities	(14,516)	(12,052)
Financing Activities:
Proceeds from sale of common stock	259,995	357,500
Proceeds from debt	825,000	424,985
Payments on debt	(20,677)	(11,153)
Net cash provided by financing activities	1,064,318	771,332
Net (decrease) increase in cash	(124,221)	99,354
Cash, beginning of period	173,343	62,291
Cash, end of period	49,122	161,645
Cash paid for: Interest	6,969	8,019
Cash paid for: Income taxes
Non-cash investing and financing activities:
Derivative liability offset by debt discount	169,450	54,985
Reduction of common stock issuable by issuing stock	600,000	30,000
Debt and interest settled for common stock	501,025	298,370
Stock issued with debt	173,669	112,500
Reclassification of common share equivalents to additional paid-in capital		(6,364,224)
Reclassification of derivative liability due to conversion of debt		$ 247,641

XML

Description of Business and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

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

Description of Business

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

We have developed and intend to commercialize heat dispersion technologies in various product platforms, and have developed and are commercializing a parallel power gearing system around which we have designed a mobile power generation system that retrofits onto Class 3 to 7 work trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently own one trademark: TEHPC. We believe that our proprietary technologies, including our 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 our technology include consumer, industrial and military markets, both in the U.S. and worldwide.

Our technologies are divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. As of June 30, 2018, we have seven US patents, one granted Mexican patent, four pending applications (2 in Canada, 1 in Brazil, 1 US) and one US filed provisional application in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel vehicle power platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers; and by licensing a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. On May 25, 2017, the company received its first order: 10 mobile power generation systems. On April 11, 2018, the company received its second order: 10 Ford F-350 trucks retrofitted with mobile power generation systems.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2018, has been derived from unaudited financial statements. They include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Noncontrolling interest represents the 5% third party ownership of our subsidiary, UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $47,402,897 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. We will have to obtain additional debt and / or equity financing; however, we cannot provide investors with assurance that we will be able to raise sufficient capital to fund our operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Recently Adopted Accounting Guidance

In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle (issued as ASU 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The adoption of ASU 2014-15 did not materially impact our consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has elected to adopt the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on its financial position or results of operations.

In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company adopted ASU 2015-03 during the year ended December 31, 2016. The adoption of ASU 2015-03 had no material effect on its financial position or results of operations or cash flows.

In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 had no material effect on its financial position or results of operations or cash flows.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we have adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 and 2016-8 did not materially impact our consolidated financial position, results of operations or cash flows.

In August 2016, the FASB issued ASU 2016-15, ”Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not materially impact our consolidated financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, ”Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not materially impact our consolidated financial position, results of operations or cash flows.

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.

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Customer deposits - Related party

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 2 - Customer deposits - Related party

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

XML

Debt

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 3 - Debt

Debt consists of the following:

	June 30, 2018			December 31, 2017
Convertible notes payable	$	1,230,328		$	795,803
Test vehicle financing		31,767			42,444
Note payable – related party		7,490			7,490
Note payable – UPT minority owner		240,000			250,000
		1,509,585			1,095,737
Debt discount		(767,784	)		(339,416	)
		741,801			756,321
Less: current portion		(710,794	)		(659,312	)
Long-term portion	$	31,007		$	97,009

Convertible notes payable

August 2016 Convertible Note– In August 2016, the Company entered into a senior convertible note agreement with KHIC. We received $400,000, bearing interest at 3%, with principal and interest payable on August 24, 2018. In addition, the Company received the right to require the buyer to purchase from the company four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share. At the same time, the Company granted the buyer the right to require the company to sell to the buyer four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share. In the event of default, the interest rate will be 18% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150% or (ii) convert any portion of this note then held by noteholder into shares of common stock at the conversion price of $0.025, equal to a number of shares of common stock equal to the principal amount outstanding on the note (divided by 0.025) and multiplied by the premium of 150%.

The note may be converted at any time into shares of the common stock at the conversion price pursuant to the terms of the note. The buyer may not, however, convert more than 50% of the note’s purchase price prior to September 30, 2016.

On April 18, 2017, KHIC was issued 1,132,000 shares of common stock after converting $28,300 in debt at $0.025 per share.

On May 30, 2017, the Company signed an amendment to the securities purchase agreement originally signed with KHIC on August 24, 2016. In exchange for $100,000, KHIC extended the KHIC’s right to require the Company to sell to the buyer, four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share until June 7, 2017. The right was originally due to expire on May 31, 2017. On June 7, 2017, KHIC exercised the right and was issued the requisite shares and warrants.

On April 8, 2018, KHIC was issued 2,025,000 shares of common stock after converting $50,625 in debt at $0.025 per share.

February Convertible Note – On February 13, 2017, the Company entered into a convertible note agreement with Black Mountain Equities, Inc. We received $100,000, with an original issue discount of $10,000 in lieu of interest, for a total amount of $115,000 due on September 13, 2017. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.08 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. Shares reserved for future conversions must equal to at least 100% of the full number of shares of common stock issuable upon conversion of all outstanding amounts under this note.

Lucas Hoppel purchased the Note from Black Mountain Equities, Inc. on November 1, 2017. The Note had a current outstanding balance of $141,625, consisting of $110,000 of principal, $3,300 of accrued and unpaid interest and $28,325 of additional charges.

An amendment was signed on November 1, 2017 which extended the maturity date of the note to December 31, 2017. In exchange the conversion price was reduced to $0.05 per share. On December 29, 2017, the note was amended again and the maturity date was extended to February 16, 2018. In exchange, the conversion price was reduced to $0.04 per share. Another amendment on February 19, 2018 extended the maturity date to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025 per share.

From November 8, 2017 to February 21, 2018, the company issued 3,000,000 shares on conversion of $102,5000 in debt.

On March 5, 2018, we issued 1,565,000 shares on conversion of $39,125 and the note was retired.

August Convertible Note – On August 25, 2017, the Company entered into a convertible note agreement. We issued 300,000 inducement shares of restricted common stock and received $150,000, with an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on March 25, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.10 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 February 19^th, 2018, the convertible note agreement was amended and the maturity date was extended until April 30, 2018. In exchange, the holder’s debt conversion share price was reduced from $0.05 to $0.025 per share.

Subsequent to the signing of the amendment, from March 23 to April 19, 2018, a total of $87,500 were converted into 3,500,000 shares of common stock.

On April 27, 2018, a second amendment was signed extending the maturity date until May 30, 2018. On May 23, 2018, we issued 3,298,000 shares on conversion of $82,450 and the note was retired.

January Convertible Note – On January 26, 2018, the Company entered into a convertible note agreement. We issued 800,000 inducement shares of restricted common stock and received $200,000, with an original issue discount of $20,000 in lieu of interest, for a total amount of $220,000 due on August 26, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

September 2016 Promissory Notes – On September 30, 2016, the Company issued Gemini Master Fund, Ltd., a 5% stockholder, a secured promissory note in the original principal amount of $180,000. The note accrues interest at 5% (18% in the event of an event of default) and matures on June 30, 2017. In connection with the issuance of the note, Gemini Master Fund was issued 800,000 shares of common stock on November 10, 2016.

On June 30, 2017, the promissory note holder signed an extension agreement that extended the maturity date of the promissory notes to September 30, 2017 and then again until November 30, 2017. The terms and conditions remained the same.

On November 13, 2017, Lucas Hoppel purchased the note for $226,325 which included accrued and unpaid interest as well as additional charges.

On November 20, 2017, Lucas Hoppel signed an amendment to the note which extended the maturity date to December 31, 2017. In addition, the note was changed from promissory to convertible with a a conversion price of $0.05 per share. On December 29, 2017 the note was amended and the maturity date was extended to February 16, 2017. In exchange the conversion price was reduced to $0.04.

On February 19, 2018, the Company signed an amendment to a convertible note for $226,325 originally issued on September 3, 2017. The amendment extended the maturity dated extended to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025.

From December 7, 2017 to February 20, 2018, a total of $185,000 were converted into 4,750,000 shares of common stock. On March 5, 2018, the buyer converted $41,325 into 1,653,000 shares of common stock and the $226,325 note was retired.

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

April Convertible Note -- On April 26, 2018, the Company entered into a convertible note agreement. We received $128,000 with an original issue discount of $12,800 in lieu of interest, for a total amount of $140,800 due on July 25, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

May Convertible Note – On May 22, 2018, the Company entered into a convertible note agreement. We issued 400,000 inducement shares of restricted common stock and received $110,000, with an original issue discount of $10,000 in lieu of interest, for a total amount of $100,000 due on December 22, 2018. At the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at $0.05 per share. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

May Convertible Note -- On May 31, 2018, the Company entered into a convertible note agreement. We received $53,000 with an original issue discount of $5,300 in lieu of interest, for a total amount of $58,300 due on May 31, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to (i) redeem all or any portion of the note at a premium of 150%.

Test Vehicle Financing

In October 2014, the Company entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles.

Note payable – related party

Incidental expenses of $7,490 paid by two officers over the past two years will be reimbursed as soon as funds are available.

Note payable – UPT minority owner

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

Warrants Issued with Debt

When we issue notes payable, we may also be required to issue warrants.

	Number of Warrants			Weighted- average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		14,421,379			0.02		1.5	$	725,950
Granted		--			--
Forfeited or expired		(250,000	)		0.17
Exercised		(13,603,662	)		0.02
Outstanding, June 30, 2018		567,717			0.14		1.4	$	3,596

Future contractual maturities of debt are as follows:

Year ending December 31,
2018		693,458
2019		48,343
2020		--
	$	741,801

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Derivative Liability

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 4 - Derivative Liability

Under the terms of the warrants issued with the September 2015 convertible note and the convertible notes issued in April and May 2018, we identified derivative instruments.

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

	Six Months Ended June 30, 2018
Volatility	102–119.4		%
Risk-free interest rate	1.7–2.3		%
Expected life (years)	0.2 – 1.3
Dividend yield		--

Changes in the derivative liability were as follows:

	Six Months Ended June 30, 2018
	Level 1		Level 2		Level 3
Convertible debt and other derivative liabilities at December 31, 2017		--		--	$	7,504
New debt instruments						169,450
Change in fair value		--		--		(19,415	)
Convertible debt and other derivative liabilities at June 30, 2018	$	--	$	--	$	157,539

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 5 - Commitments and Contingencies

On October 7, 2016, the Company received a complaint, Wang et al v. Cool Technologies, Inc. et al, filed on July 28, 2016 in the U.S. District Court for the Eastern District of New York (Brooklyn) Civil docket #1:16CV04101RRMPK alleging damages of $1,100,000 for inter alia breach of contract for failing to register shares sold to the Plaintiffs in February and March 2014. On March 30, 2017, the Company and Timothy Hassett, the Company’s Chief Executive Officer, requested leave of the court to move to dismiss the matter, on both Substantive and Jurisdictional grounds. On April 13, 2017, the Honorable United States District Court Judge Roslynn R. Mauskopf granted leave to renew our March 30, 2017 request for a pre-motion conference after the initial conference before Magistrate Judge Kuo. At the initial conference, Corporate counsel informed the court that the Company, in fact, filed a registration statement for said shares in July 2014 and the Warrants were in the possession of Plaintiff Gary Zse Kong J.D. and located on his computer and printed at his office in the Law Offices of Gary Park. Magistrate Judge Peggy Kuo directed plaintiff to file an amended complaint and directed plaintiff Gary Sze Kong to preserve all computer and other records which may still be at the Law Offices of Gary Park. Defendants were also granted leave to subpoena such records if they are no longer under the control of Plaintiff Kong. On June 30th Plaintiff filed an “attorney verified” amended complaint inter alia admitting that the company registered the shares. On August 7, 2017, Corporate Counsel requested leave for a pre-motion conference to move to dismiss the matter. On October 10, 2017, the Honorable Judge Mauskopf issued an order that by October 17, 2017, plaintiffs shall file a letter with the Court setting forth the legal and factual bases on which they intend to oppose the defendants’ proposed motion to dismiss. On April 3, 2018 plaintiffs obtained new counsel. On May 31, 2018 the parties entered into a settlement and on July 3, 2018 the Honorable Judge Mauskopf ordered the matter dismissed with prejudice without costs to either party. On July 9, 2018 the Order was entered dismissing the matter.

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

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Equity

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 6 - Equity

Preferred Stock

The Company has 15,000,000 preferred shares authorized and 33 Series A and 2,727,270 Series B preferred shares issued and outstanding as of June 30, 2018.

On August 12, 2016, the Company entered into a Securities Purchase Agreement with four accredited investors pursuant to which it sold 3,636,360 shares of the Company’s Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of company’s common stock. The exchange of the preferred stock for common stock requires no additional consideration.

In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase (i) 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. The aggregate purchase price of the preferred stock and warrants was $200,000, of which $150,000 was paid in cash and $50,000 was paid in services.

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

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

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

The holder of any shares of Class B Preferred Stock have the right to convert their shares into common stock at any time, in a conversion ratio of one share of common stock for each share of Class B Preferred. If the Corporation’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 Corporation in a conversion ratio of one share of Common Stock for each share of Class B Preferred.

The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation.

The warrants cannot be exercised on a cashless basis.

On October 31 and November 1, 2016, three of the accredited investors provided $51,000 to the company. Pursuant to signed approval from the investors, on July 25, 2017, we issued 309,090 shares of common stock to each of the investors.

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

Preferred stock issuable on the consolidated balance sheet represents preferred stock to be issued for either cash received or services performed. As of June 30, 2018 and 2017, the number of shares of preferred stock to be issued was 0 and 927,270 shares, respectively.

Spirit Bear, a related party, holds 30 shares of our Series A preferred stock and KHIC, Inc., a related party, holds the remaining 3 shares of our Series A preferred stock. Each share of Series A Preferred Stock (“Preferred Stock”) is convertible into 50,000 shares of common stock. Each share of Preferred Stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of Preferred Stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the “Certificate of Designation”), and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share).

Common Stock

On August 19, 2015, the stockholders voted to increase the number of authorized shares of common stock from 100,000,000 shares to 140,000,000 shares. On February 10, 2017, the board of directors and the holders of Series B Preferred shares voted to amend the Articles of Incorporation and increase the number of authorized shares to 350,000,000. Amending the Articles of Incorporation requires an affirmative vote from the holders holding at least a majority of the voting rights of the outstanding common stock. As per an amended and restated Certificate of Designation filed with the state of Nevada on October 31, 2016, the holders of Series B Preferred shares are entitled to sixty-six and two-thirds percent (66 2/3%) of the total votes on all such matters that shareholders are allowed to vote on.

Common stock issuable on the condensed consolidated balance sheet represents common stock to be issued for either cash received or services performed. As of June 30, 2018 and December 31, 2017, the number of shares of common stock to be issued was 218,670 and 9,320,635 shares, respectively.

Common stock warrants issued with the sale of our common stock

When we sell shares of our common stock the buyer also typically receives fully-vested common stock warrants with a maximum contractual term of 3-5 years. A summary of common stock warrants issued with the sale of our common stock as of June 30, 2018, and changes during the period then ended is presented below:

	Number of Warrants			Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		47,437,548		$	0.19
Granted		5,431,944			0.06
Forfeited or cancelled		(75,454	)		0.63
Outstanding, June 30, 2018		52,794,078			0.18		1.8	$	166,639
Exercisable, June 30, 2018		52,794,078			0.18		1.8	$	166,639

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Share-based payments

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 7 - Share-based payments

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

	Six months ended June 30,
	2018			2017
Nonemployee common stock	$	--		$	115,329
Nonemployee warrants – fully-vested upon issuance	$	25,882		$	41,111
Nonemployee warrants – service and performance conditions		--			6,118
Total share-based expense charged against income	$	25,882		$	162,558
Impact on net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Nonemployee common stock

Investor relations agreement

In January, 2016, we entered into a 2 month agreement with a company, which subsequently became a shareholder, to provide corporate consulting, communications and market outreach services. Under the terms of this agreement we agreed to pay $25,000 in fees and agreed to issue a total of 300,000 warrants with an exercise price of $0.18 per share through February 2016.

In March 2016, we renewed the agreement for a period ending December 31, 2016. Under the terms of this renewal, we agreed to pay a total of $102,000 in fees and agreed to issue a total of 425,000 shares of restricted common stock per and 575,000 warrants with an exercise price of $0.40 per share. We recognized expense of $70,151 during the year ended December 31, 2016. The agreement was not renewed for a second time.

Other

During the quarters ended June 30, 2018 and 2017, the Company issued no other shares of common stock in exchange for services. A consulting expense of $80,000 accrued in accordance with our contract with Summit Management Consulting, Inc. for the services of our CFO, Quentin Ponder, was exchanged for 1,600,000 shares of common stock during the quarter ended March 31, 2018.

Nonemployee common stock warrants -- Fully-vested upon issuance

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

	Number of Warrants		Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		12,945,836		0.29
Granted		500,000		0.05
Forfeited or expired		--		--
Outstanding, June 30, 2018		13,445,836		0.27		1.9	$	168,500
Exercisable, June 30, 2018		13,445,836		0.27		1.9	$	168,500

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

	3 Months Ended June 30, 2018
Volatility	143.4	%
Risk-free interest rate	2.6	%
Expected life (years)	5.0
Dividend yield	--

Nonemployee common stock warrants -- Service and performance conditions

The Company granted no additional fully-vested options during the three months ended June 30, 2018.

Employee stock options – Fully-vested

The Company granted no additional fully-vested options during the three months ended June 30, 2018.

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Net Loss per Share

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 8 - Net Loss per Share

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

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

	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Net loss available for stockholders	$	(966,346	)	$	(720,506	)	$	(2,155,157	)	$	(3,053,455	)
Weighted average outstanding shares of common stock		194,276,545			121,158,343			178,896,757			117,073,968
Dilutive effect of stock options and warrants		--			--			--			--
Common stock and equivalents		194,276,545			121,158,475			178,896,757			117,073,968
Net loss per share – Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)

Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position.

	June 30
	2018		2017
Stock options		4,000,000		4,000,000
Common stock warrants		67,287,631		61,323,753
Common stock issuable		2,728,030		2,411,364
Convertible notes		43,280,642		19,677,133
Convertible preferred stock		4,377,270		5,377,270
Convertible preferred stock issuable		--		927,270
Total		121,673,573		93,716,790
Total exercisable at June 30		118,945,543		90,378,156

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Subsequent Events

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Note 9 - Subsequent Events

On June 18, 2018, we sold a total of 1,583,333 shares of common stock and a five-year cashless warrant to purchase 1,187,499 shares of our common stock at an exercise price of $0.08 per share to an accredited investor in a private offering. We received $95,000 as consideration for the sale of such securities. The funds were received on June 18, 2018 and the shares were issued on July 9, 2018.

On July 5, 2018, the Company entered into a Promissory Note Agreement with a private individual. We received $100,000 in financing and promised to pay the principal amount on or before the one year anniversary. Furthermore, the Company committed to immediately pay the principal amount upon the receipt of funds from debt or surety bond financing, a bridge loan or payments received from product invoices or purchase contracts. In exchange, we issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.065. The warrants expire after five years.

On July 13, 2018, the Company entered into a financing agreement for the purchase of a test vehicle for $45,018, bearing interest at 9.92% payable monthly over six years, collateralized by the vehicle.

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Description of Business and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Description Of Business And Summary Of Significant Accounting Policies

Description of Business

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

We have developed and intend to commercialize heat dispersion technologies in various product platforms, and have developed and are commercializing a parallel power gearing system around which we have designed a mobile power generation system that retrofits onto Class 3 to 7 work trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently own one trademark: TEHPC. We believe that our proprietary technologies, including our 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 our technology include consumer, industrial and military markets, both in the U.S. and worldwide.

Our technologies are divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. As of June 30, 2018, we have seven US patents, one granted Mexican patent, four pending applications (2 in Canada, 1 in Brazil, 1 US) and one US filed provisional application in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel vehicle power platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers; and by licensing a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. On May 25, 2017, the company received its first order: 10 mobile power generation systems. On April 11, 2018, the company received its second order: 10 Ford F-350 trucks retrofitted with mobile power generation systems.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2018, has been derived from unaudited financial statements. They include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Noncontrolling interest represents the 5% third party ownership of our subsidiary, UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $47,402,897 since inception and have not fully commenced operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to generate revenue, achieve profitable operations and repay our obligations when they come due. We will have to obtain additional debt and / or equity financing; however, we cannot provide investors with assurance that we will be able to raise sufficient capital to fund our operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Recently Adopted Accounting Guidance

In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle (issued as ASU 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The adoption of ASU 2014-15 did not materially impact our consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has elected to adopt the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on its financial position or results of operations.

In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company adopted ASU 2015-03 during the year ended December 31, 2016. The adoption of ASU 2015-03 had no material effect on its financial position or results of operations or cash flows.

In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 had no material effect on its financial position or results of operations or cash flows.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we have adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 and 2016-8 did not materially impact our consolidated financial position, results of operations or cash flows.

In August 2016, the FASB issued ASU 2016-15, ”Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not materially impact our consolidated financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, ”Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not materially impact our consolidated financial position, results of operations or cash flows.

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.

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Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt

Summary of Debt

	June 30, 2018			December 31, 2017
Convertible notes payable	$	1,230,328		$	795,803
Test vehicle financing		31,767			42,444
Note payable – related party		7,490			7,490
Note payable – UPT minority owner		240,000			250,000
		1,509,585			1,095,737
Debt discount		(767,784	)		(339,416	)
		741,801			756,321
Less: current portion		(710,794	)		(659,312	)
Long-term portion	$	31,007		$	97,009

Notes payable warrants issued

	Number of Warrants			Weighted- average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		14,421,379			0.02		1.5	$	725,950
Granted		--			--
Forfeited or expired		(250,000	)		0.17
Exercised		(13,603,662	)		0.02
Outstanding, June 30, 2018		567,717			0.14		1.4	$	3,596

Future contractual maturities of debt

Year ending December 31,
2018		693,458
2019		48,343
2020		--
	$	741,801

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Derivative Liability (Tables)

6 Months Ended

Jun. 30, 2018

Derivative Liability

Fair value of the derivative liability

	Six Months Ended June 30, 2018
Volatility	102–119.4		%
Risk-free interest rate	1.7–2.3		%
Expected life (years)	0.2 – 1.3
Dividend yield		--

Changes in the derivative liability

	Six Months Ended June 30, 2018
	Level 1		Level 2		Level 3
Convertible debt and other derivative liabilities at December 31, 2017		--		--	$	7,504
New debt instruments						169,450
Change in fair value		--		--		(19,415	)
Convertible debt and other derivative liabilities at June 30, 2018	$	--	$	--	$	157,539

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Equity (Tables)

6 Months Ended

Jun. 30, 2018

Equity

A summary of common stock warrants issued

	Number of Warrants			Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		47,437,548		$	0.19
Granted		5,431,944			0.06
Forfeited or cancelled		(75,454	)		0.63
Outstanding, June 30, 2018		52,794,078			0.18		1.8	$	166,639
Exercisable, June 30, 2018		52,794,078			0.18		1.8	$	166,639

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Share-based payments (Tables)

6 Months Ended

Jun. 30, 2018

Summary of financial statements related to equity-based payments

	Six months ended June 30,
	2018			2017
Nonemployee common stock	$	--		$	115,329
Nonemployee warrants – fully-vested upon issuance	$	25,882		$	41,111
Nonemployee warrants – service and performance conditions		--			6,118
Total share-based expense charged against income	$	25,882		$	162,558
Impact on net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Summary of fair value of common stock warrants

	3 Months Ended June 30, 2018
Volatility	143.4	%
Risk-free interest rate	2.6	%
Expected life (years)	5.0
Dividend yield	--

Nonemployee common stock warrants -- Fully-vested upon issuance [Member]

Summary of fair value of common stock warrants

	Number of Warrants		Weighted-average Exercise Price		Weighted-average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		12,945,836		0.29
Granted		500,000		0.05
Forfeited or expired		--		--
Outstanding, June 30, 2018		13,445,836		0.27		1.9	$	168,500
Exercisable, June 30, 2018		13,445,836		0.27		1.9	$	168,500

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Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2018

Net Loss Per Share

Reconciliation of the denominators used in the computation of net loss per share basic and diluted:

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

	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Net loss available for stockholders	$	(966,346	)	$	(720,506	)	$	(2,155,157	)	$	(3,053,455	)
Weighted average outstanding shares of common stock		194,276,545			121,158,343			178,896,757			117,073,968
Dilutive effect of stock options and warrants		--			--			--			--
Common stock and equivalents		194,276,545			121,158,475			178,896,757			117,073,968
Net loss per share – Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)

Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position.

	June 30
	2018		2017
Stock options		4,000,000		4,000,000
Common stock warrants		67,287,631		61,323,753
Common stock issuable		2,728,030		2,411,364
Convertible notes		43,280,642		19,677,133
Convertible preferred stock		4,377,270		5,377,270
Convertible preferred stock issuable		--		927,270
Total		121,673,573		93,716,790
Total exercisable at June 30		118,945,543		90,378,156

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Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		192 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Apr. 30, 2014
State of incorporation			Nevada
Date of incorporation			Jul. 01, 2002
Net loss	$ (966,903)	$ (723,492)	$ (2,156,619)	$ (3,059,843)	$ (47,402,897)
UPT Minority Owner [Member]
Equity method investment ownership percentage						95.00%
Minority interest percentage						5.00%
UPT Minority Owner [Member]
Minority interest percentage	5.00%		5.00%		5.00%

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Customer deposits - Related party (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Customer deposits - related party	$ 400,000	$ 400,000
UPT Minority Owner [Member]
Minority interest percentage	5.00%

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Debt (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Disclosure 4.Debt Abstract
Convertible notes payable	$ 1,230,328	$ 795,803
Test vehicle financing	31,767	42,444
Note payable - related party	7,490	7,490
Note payable - UPT minority owner	240,000	250,000
Total	1,509,585	1,095,737
Debt discount	(767,784)	(339,416)
Total	741,801	756,321
Less: current portion	(710,794)	(659,312)
Long-term portion	$ 31,007	$ 97,009

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Debt (Details 1)	6 Months Ended
	Jun. 30, 2018 USD ($) $ / shares shares
Number of Warrants
Outstanding, Beginning	14,421,379
Granted
Forfeited or expired	(250,000)
Exercised	(13,603,662)
Outstanding, Ending	567,717
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.02
Forfeited or expired | $ / shares	0.17
Exercised | $ / shares	0.02
Outstanding, Ending | $ / shares	$ 0.14
Weighted-average Remaining Life (Years)
Outstanding, Beginning	1 year 6 months
Outstanding, Ending	1 year 4 months 24 days
Aggregate Intrinsic Value
Outstanding, Beginning | $	$ 725,950
Outstanding, Ending | $	$ 3,596

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Debt (Details 2)	Jun. 30, 2018 USD ($)
Disclosure 4.Debt Details 1Abstract
2018	$ 693,458
2019	48,343
2020
Total	$ 741,801

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Debt (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

May 31, 2018

May 23, 2018

May 22, 2018

Apr. 26, 2018

Apr. 19, 2018

Mar. 05, 2018

Feb. 19, 2018

Jan. 26, 2018

Dec. 29, 2017

Nov. 20, 2017

Aug. 25, 2017

May 30, 2017

Feb. 13, 2017

Sep. 30, 2016

Feb. 20, 2018

Jun. 30, 2018

Apr. 08, 2018

Dec. 31, 2017

Nov. 13, 2017

Apr. 18, 2017

Nov. 10, 2016

Aug. 31, 2016

Oct. 31, 2014

Conversion price, description

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 Corporation in a conversion ratio of one share of Common Stock for each share of Class B Preferred.

Common stock shares issued

197,110,240

152,836,983

Convertible promissory note

$ 1,230,328

$ 795,803

KHIC, Inc [Member] | Securities Purchase Agreement [Member]

Maturity date

May 31, 2017

Conversion price

$ 0.025

Exercise price

$ 0.06

Convertible debt

$ 50,625

Common stock shares issued

2,025,000

Warrant to purchase shares of common stock

4,000,000

Restricted Shares [Member] | KHIC, Inc [Member] | Securities Purchase Agreement [Member]

Common stock issued

4,000,000

Purchase price of shares

$ 0.05

Convertible Notes Payable [Member]

Principal amount

$ 400,000

Interest rate

3.00%

Conversion price

$ 0.025

Percentage of convertible notes payable

50.00%

150.00%

Exercise price

$ 0.06

Debt conversion converted amount

$ 41,325

$ 185,000

Debt conversion converted instrument, shares issued

1,653,000

4,750,000

Convertible Notes Payable [Member] | KHIC, Inc [Member]

Conversion price

$ 0.025

Convertible debt

$ 28,300

Common stock shares issued

1,132,000

Convertible Notes Payable [Member] | Subsequent Event [Member]

Debt conversion converted amount

$ 87,500

Debt conversion converted instrument, shares issued

3,500,000

Convertible Notes Payable [Member] | Lucas Hoppel [Member]

Maturity date, description

The amendment extended the maturity dated extended to March 31, 2018

Conversion price, description

the conversion price was reduced from $0.04 to $0.025.

Convertible debt

$ 226,325

$ 226,325

Convertible Notes Payable [Member] | Restricted Shares [Member]

Interest rate

18.00%

Purchase price of shares

$ 0.05

Convertible Notes Payable [Member] | April 27, 2018 [Member]

Maturity date, description

extending the maturity date until May 30, 2018

Debt conversion converted amount

$ 82,450

Debt conversion converted instrument, shares issued

3,298,000

Convertible Notes Payable [Member] | Black Mountain Equities, Inc. [Member]

Principal amount

$ 115,000

Maturity date

Sep. 13, 2017

Maturity date, description

the convertible note agreement was amended and the maturity date was extended until April 30, 2018.

the note was amended again and the maturity date was extended to February 16, 2018.

Conversion price

$ 0.025

$ 0.08

Conversion price, description

the holder’s debt conversion share price was reduced from $0.05 to $0.025 per share.

the conversion price was reduced from $0.04 to $0.025 per share.

Original issue discount

$ 10,000

Default terms, description

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

Shares reserved for future conversions, description

Shares reserved for future conversions must equal to at least 100% of the full number of shares of common stock issuable upon conversion of all outstanding amounts under this note.

Convertible promissory note

$ 100,000

Convertible Notes Payable [Member] | Black Mountain Equities, Inc. [Member] | February 19, 2018 [Member]

Maturity date, description

extended the maturity date to March 31, 2018

Convertible Notes Payable [Member] | Black Mountain Equities, Inc. [Member] | November 1, 2017 [Member]

Principal amount

$ 110,000

Maturity date, description

the maturity date of the note to December 31, 2017

Conversion price

$ 0.05

Note purchased by Lucas Hoppel

$ 141,625

Accrued interest on purchased note

3,300

Additional charges on purchased note

28,325

Note payable related party[Member] | Two Officers [Member]

Incidental expenses

$ 7,490

UPT Minority Owner [Member]

Minority interest percentage

5.00%

Test Vehicle Financing [Member]

Interest rate

5.99%

April Convertible Note [Member]

Principal amount

$ 140,800

Interest rate

22.00%

Original issue discount rate

150.00%

Maturity date

Jul. 25, 2019

Original issue discount

$ 12,800

Convertible debt

$ 128,000

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date.

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

Principal amount

$ 385,000

Original issue discount rate

3500000.00%

Maturity date

Sep. 19, 2018

Conversion price

$ 0.05

Convertible debt

$ 350,000

Common stock shares issued

2,000,000

Default terms, description

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

February Convertible Note [Member] | Black Mountain Equities, Inc. [Member] | On March 5, 2018 [Member]

Debt conversion converted amount

$ 39,125

Debt conversion converted instrument, shares issued

1,565,000

February Convertible Note [Member] | Black Mountain Equities, Inc. [Member] | From November 8, 2017 to February 21, 2018 [Member]

Debt conversion converted amount

$ 1,025,000

Debt conversion converted instrument, shares issued

3,000,000

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

Maturity date

Dec. 31, 2017

Maturity date, description

the note was amended and the maturity date was extended to February 16, 2017

Conversion price

$ 0.05

Conversion price, description

the conversion price was reduced to $0.04.

Accrued interest on purchased note

$ 226,325

September Convertible Note [Member] | Gemini Master Fund, Ltd. [Member]

Principal amount

$ 180,000

Interest rate

5.00%

Maturity date

Jun. 30, 2017

Common stock shares issued

800,000

January Convertible Note [Member]

Principal amount

$ 220,000

Maturity date

Aug. 26, 2018

Conversion price

$ 0.05

Original issue discount

$ 20,000

Convertible debt

$ 200,000

Default terms, description

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

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

Common stock shares issued

800,000

May Convertible Note [Member]

Principal amount

$ 58,300

$ 100,000

Interest rate

22.00%

Original issue discount rate

150.00%

Maturity date

May 31, 2019

Dec. 22, 2018

Conversion price

$ 0.05

Original issue discount

$ 5,300

$ 10,000

Convertible debt

$ 53,000

$ 110,000

Convertible note conversion description

After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date.

Default terms, description

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

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

Common stock shares issued

400,000

August Convertible Note [Member]

Principal amount

$ 165,000

Maturity date

Mar. 25, 2018

Conversion price

$ 0.10

Original issue discount

$ 15,000

Convertible debt

$ 150,000

Default terms, description

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

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

Common stock shares issued

300,000

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Derivative Liability (Details)	6 Months Ended
	Jun. 30, 2018
Dividend yield
Minimum [Member]
Volatility	102.00%
Risk-free interest rate	1.70%
Expected life (years)	2 months 12 days
Maximum [Member]
Volatility	119.40%
Risk-free interest rate	2.30%
Expected life (years)	1 year 3 months 19 days

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Derivative Liability (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Convertible debt and other derivative liabilities, Beginning balance			$ 7,504
Change in fair value	$ 17,884	$ 127,087	19,415	$ (1,537,400)
Convertible debt and other derivative liabilities, Ending balance	157,539		157,539
Level 1 [Member]
Convertible debt and other derivative liabilities, Beginning balance
New debt instruments
Change in fair value
Convertible debt and other derivative liabilities, Ending balance
Level 2 [Member]
Convertible debt and other derivative liabilities, Beginning balance
New debt instruments
Change in fair value
Convertible debt and other derivative liabilities, Ending balance
Level 3 [Member]
Convertible debt and other derivative liabilities, Beginning balance			7,504
New debt instruments			169,450
Change in fair value			(19,415)
Convertible debt and other derivative liabilities, Ending balance	$ 157,539		$ 157,539

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Commitments and Contingencies (Details Narrative)	Oct. 07, 2016 USD ($)
Chief Executive Officer [Member]
Damages sought	$ 1,100,000

XML

Equity (Details)	6 Months Ended
	Jun. 30, 2018 USD ($) $ / shares shares
Number of Warrants
Outstanding, Beginning | shares	14,421,379
Granted | shares
Outstanding, Ending | shares	567,717
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.02
Forfeited or cancelled | $ / shares	0.17
Outstanding, Ending | $ / shares	$ 0.14
Weighted-average Remaining Life (Years)
Outstanding	1 year 6 months
Aggregate Intrinsic Value
Outstanding, Ending | $	$ 3,596
Warrants [Member]
Number of Warrants
Outstanding, Beginning | shares	47,437,548
Granted | shares	5,431,944
Forfeited or cancelled | shares	(75,454)
Outstanding, Ending | shares	52,794,078
Exercisable, Ending | shares	52,794,078
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.19
Granted | $ / shares	0.06
Forfeited or cancelled | $ / shares	0.63
Outstanding, Ending | $ / shares	0.18
Exercisable, Ending | $ / shares	$ 0.18
Weighted-average Remaining Life (Years)
Outstanding	1 year 9 months 18 days
Exercisable	1 year 9 months 18 days
Aggregate Intrinsic Value
Outstanding, Ending | $	$ 166,639
Exercisable, Ending | $	$ 166,639

XML

Equity (Details Narrative)

1 Months Ended

6 Months Ended

Feb. 10, 2017

Nov. 01, 2016

USD ($)

Integer

Aug. 12, 2016

Integer

shares

Aug. 19, 2015

Jun. 30, 2018

USD ($)

$ / shares

shares

Dec. 31, 2017

$ / shares

shares

Jul. 25, 2017

shares

Jun. 30, 2017

shares

May 08, 2017

shares

Preferred stock shares issuable

0

927,270

Preferred stock, voting rights description

Series B Stock being entitled to 66 2/3% of the total votes on all such matters.

Increase number of authorized shares of common stock

Increase the number of authorized shares to 350,000,000

100,000,000 shares to 140,000,000 shares

Conversion price, description

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 Corporation in a conversion ratio of one share of Common Stock for each share of Class B Preferred.

Common stock, shares issued

197,110,240

152,836,983

Common stock, shares issuable

218,670

9,320,635

Series B Preferred Stock [Member]

Preferred stock par value | $ / shares

$ 0.001

Preferred stock shares authorized

15,000,000

Preferred stock shares issued

2,727,270

Preferred stock shares outstanding

2,727,270

Preferred Stock [Member]

Preferred Stock Liquidation Price per share | $ / shares

$ 2,500

Preferred Stock [Member] | Securities Purchase Agreement [Member] | Warrants [Member]

Purchase of warrants

3,636,360

Warrant exercise price | $ / shares

$ 0.07

Purchase price | $

$ 200,000

Purchase price paid in cash | $

150,000

Purchase price paid in services | $

$ 50,000

Series A Preferred Stock [Member]

Preferred stock par value | $ / shares

$ 0.001

$ 0.001

Preferred stock shares authorized

15,000,000

15,000,000

Preferred stock shares issued

33

33

Preferred stock shares outstanding

33

33

Series A Preferred Stock [Member] | KHIC, Inc [Member]

Shares hold by related party

3

Series A Preferred Stock [Member] | Spirit Bear [Member]

Shares hold by related party

30

Preferred stock convertible shares

50,000

Series B Preferred Stock [Member]

Preferred stock par value | $ / shares

$ 0.001

$ 0.001

Preferred stock shares authorized

15,000,000

15,000,000

Preferred stock shares issued

2,727,270

2,727,270

Preferred stock shares outstanding

2,727,270

2,727,270

Inverom Corporation [Member] | Series B Preferred Stock [Member]

Preferred stock convertible shares

909,090

Investor [Member]

Number of investor | Integer

3

Due to related party | $

$ 51,000

Common stock, shares issued

309,090

Investor [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member]

Preferred stock shares issued

3,636,360

Number of investor | Integer

4

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Share-based payments (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Share-based Payments
Nonemployee common stock		$ 115,329
Nonemployee warrants - fully-vested upon issuance	25,882	41,111
Nonemployee warrants - service and performance conditions		6,118
Total share-based expense charged against income	$ 25,882	$ 162,558
Impact on net loss per common share: Basic and diluted	$ (0.00)	$ (0.00)

XML

Share-based payments (Details 1)	6 Months Ended
	Jun. 30, 2018 USD ($) $ / shares shares
Number of Warrants
Outstanding, Beginning | shares	14,421,379
Granted | shares
Outstanding, Ending | shares	567,717
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.02
Forfeited or expired | $ / shares	0.17
Outstanding, Ending | $ / shares	$ 0.14
Weighted-average Remaining Life (Years)
Outstanding	1 year 6 months
Aggregate Intrinsic Value
Outstanding, Ending | $	$ 3,596
Nonemployee common stock warrants -- Fully-vested upon issuance [Member]
Number of Warrants
Outstanding, Beginning | shares	12,945,836
Granted | shares	500,000
Forfeited or expired | shares
Outstanding, Ending | shares	13,445,836
Exercisable, Ending | shares	13,445,836
Weighted Average Exercise Price
Outstanding, Beginning | $ / shares	$ 0.29
Granted | $ / shares	0.05
Forfeited or expired | $ / shares
Outstanding, Ending | $ / shares	0.27
Exercisable, Ending | $ / shares	$ 0.27
Weighted-average Remaining Life (Years)
Outstanding	1 year 10 months 25 days
Exercisable	1 year 10 months 25 days
Aggregate Intrinsic Value
Outstanding, Ending | $	$ 168,500
Exercisable, Ending | $	$ 168,500

XML

Share-based payments (Details 2) - Nonemployee common stock warrants -- Fully-vested upon issuance [Member]	6 Months Ended
	Jun. 30, 2018 USD ($)
Volatility	143.40%
Risk-free interest rate	2.60%
Expected life (years)	5 years
Dividend yield

XML

Share-based payments (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	Mar. 31, 2016	Jan. 31, 2016	Mar. 31, 2018	Jun. 30, 2018	Dec. 31, 2016
Investor relations agreement [Member]
Recorded expense					$ 70,151
Nonemployee Common stock [Member] | Investor relations agreement [Member]
Share issued, term		through February 2016
Shareholder fees	$ 102,000	$ 25,000
Purchase of warrants	575,000	300,000
Warrant exercise price per share	$ 0.40	$ 0.18
Restricted common stock share issued	425,000
Nonemployee Common stock [Member] | Summit Management Consulting, Inc [Member]
Accrued consulting expense			$ 80,000
Common stock shares exchanged			1,600,000
Nonemployee common stock warrants -- Fully-vested upon issuance [Member]
Common stock warrants maximum contractual term				5 years

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Net Loss per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net Loss Per Share Details Abstract
Net loss available for stockholders	$ (966,346)	$ (720,506)	$ (2,155,157)	$ (3,053,455)
Weighted average outstanding shares of common stock	194,276,545	121,158,343	178,896,757	117,073,968
Dilutive effect of stock options and warrants
Common stock and equivalents	194,276,545	121,158,475	178,896,757	117,073,968
Net loss per share - Basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.03)

XML

Net Loss per Share (Details 1) - shares	Jun. 30, 2018	Jun. 30, 2017
Outstanding stock options and common stock warrants	121,673,573	93,716,790
Outstanding stock options and common stock warrants exercisable	118,945,543	90,378,156
Stock Option [Member]
Outstanding stock options and common stock warrants	4,000,000	4,000,000
Common stock warrants [Member]
Outstanding stock options and common stock warrants	67,287,631	61,323,753
Common stock issuable [Member]
Outstanding stock options and common stock warrants	2,728,030	2,411,364
Convertible notes [Member]
Outstanding stock options and common stock warrants	43,280,642	19,677,133
Convertible preferred stock [Member]
Outstanding stock options and common stock warrants	4,377,270	5,377,270
Convertible preferred stock issuable [Member]
Outstanding stock options and common stock warrants		927,270

XML

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)

1 Months Ended

Jul. 13, 2018

Jul. 05, 2018

Jun. 18, 2018

Accredited Investor [Member]

Common stock shares sold

1,583,333

Term of warrants or rights

5 years

Exercise price

$ 0.08

Common stock shares issuable upon exercise of warrants or rights

1,187,499

Proceeds from issuance of securities

$ 95,000

Financing Agreement [Member]

Purchase of test vehicle

$ 45,018

Interest rate

9.92%

Purchase of test vehicle, terms

Payable monthly over six years, collateralized by the vehicle.

Promissory Note Agreement [Member] | Private Individual [Member]

Term of warrants or rights

5 years

Exercise price

$ 0.065

Common stock shares issuable upon exercise of warrants or rights

200,000

Proceeds from debt financing

$ 100,000