10-Q 1 vyst-10q_093016.htm QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2016

☐	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 000-53754

VYSTAR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Georgia

20-2027731

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2480 Briarcliff Rd, #6

Suite 159

Atlanta, GA 30329

(Address of Principal Executive Offices, Zip Code)

(866) 674-5238

(Registrant's telephone number including area code)

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

Indicate by check mark whether the registrant has submitted electronically 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 ☒ 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. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☒

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

As of November 14, 2016, there were 112,475,237 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q contains statements relating to our future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” created by those sections. The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included in this Quarterly Report on Form 10-Q (this “Report”). This Report contains certain forward-looking statements and the Company’s future operating results could differ materially from those discussed herein. Our disclosure and analysis included in this Report concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in expanding our business and raising debt and capital securities include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, “may”, “project”, “will likely result”, and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to certain risks, uncertainties, and assumptions, including prevailing market conditions and are more fully described under “Part I, Item 1A – Risk Factors” of our Form 10-K for the year ended December 31, 2015. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth in Item 1A – “Risk Factors” of our Form 10-K for the year ended December 31, 2015 may cause actual results to differ materially from those indicated by our forward-looking statements.

Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this filing. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. The Company undertakes no obligation to update or revise forward-looking statements.

All references to “we”, “us”, “our”, “Vystar”, or “Kiron” in this Quarterly Report on Form 10-Q mean Vystar Corporation, and affiliates.

Vystar Corporation

Form 10-Q for the Quarter Ended September 30, 2016

Index

Part I. Financial Information

Item 1.	Financial Statements	2
	Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015	2
	Statements of Operations for the Three Months and Nine Months Ended September 30, 2016 and 2015 (unaudited)	3
	Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 (unaudited)	4
	Notes to Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

Part II. Other Information
		16
Item 1.	Legal Proceedings
		16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
		16
Item 3.	Defaults Upon Senior Securities
		17
Item 4.	Mine Safety Disclosures
		17
Item 5.	Other Information
		17
Item 6.	Exhibits

SIGNATURES		18

Part I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VYSTAR CORPORATION

BALANCE SHEETS

	September 30,			December 31,
	2016			2015
ASSETS
CURRENT ASSETS
Cash	$	117,640		$	29,059
Accounts receivable, net of allowance for uncollectible amount of $0 and $60,266 at September 20, 2016 and December 31, 2015, respectively		28,500			—
Prepaid expenses		81,803			233,816
TOTAL CURRENT ASSETS		227,943			262,875
PROPERTY AND EQUIPMENT, NET		—			2,979
OTHER ASSETS
Intangible assets, net		143,663			155,423
TOTAL ASSETS	$	371,606		$	421,277
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Related party line of credit	$	1,499,875		$	1,499,875
Accounts payable		597,405			592,739
Accrued compensation		17,087			40,137
Accrued expenses		261,442			209,486
TOTAL CURRENT LIABILITIES		2,375,809			2,342,237
Shareholder notes payable		700,068			700,068
TOTAL LIABILITIES	$	3,075,877		$	3,042,305
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 15,000,000 shares authorized; 13,828 issued and outstanding at September 30, 2016 and December 31, 2015 respectively		1			1
Common stock, $0.0001 par value, 150,000,000 shares authorized; 111,954,708 and 96,443,907 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		11,195			9,644
Additional paid-in capital		23,864,360			22,962,678
Accumulated deficit		(26,579,827	)		(25,593,351	)
TOTAL STOCKHOLDERS' DEFICIT		(2,704,271	)		(2,621,028	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	371,606		$	421,277

The accompanying notes are an integral part of these financial statements.

VYSTAR CORPORATION

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
REVENUE	$	29,642		$	19,403		$	37,264		$	42,727

COST OF REVENUE		3,000			4,363			15,973			17,838
Gross Margin		26,642			15,040			21,291			24,889
OPERATING EXPENSES
General and administrative, including non-cash share-based compensation of $74,253 and $32,332 for the three months ended September 30, 2016 and 2015, respectively and $379,301 and $305,297 for the nine months ended September 30, 2016 and 2015, respectively		247,422			210,670			902,286			874,837
Total Operating Expenses		247,422			210,670			902,286			874,837
LOSS FROM OPERATIONS		(220,780	)		(195,630	)		(880,995	)		(849,948	)
OTHER INCOME (EXPENSE)
Interest income		—			1			1			40
Other income		(14,456	)		—			(14,456	)		(15,899	)
Interest expense		(40,125	)		(38,743	)		(134,233	)		(108,102	)
Total Other Income (Expense)		(54,581	)		(38,742	)		(148,688	)		(123,961	)

LOSS FROM CONTINUING OPERATIONS		(275,361	)		(234,372	)		(1,029,683	)		(973,909	)
DISCONTINUED OPERATIONS		(31,030	)		(7,160	)		43,207			(64,741	)
NET LOSS	$	(306,391	)	$	(241,532	)	$	(986,476	)	$	(1,038,650	)
BASIC AND DILUTED LOSS PER SHARE:
Loss per share from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Loss per share from discontinued operations	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		111,954,708			86,254,834			104,995,141			80,647,751

The accompanying notes are an integral part of these financial statements.

VYSTAR CORPORATION

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(986,476	)	$	(1,038,650	)
Adjustments to reconcile net loss to cash used in operating activities
Share-based compensation		379,301			305,297
Allowance for uncollectible accounts receivable		(60,266	)		(712	)
Depreciation		278			1,330
Amortization of intangible assets		11,760			11,760
Decrease in assets
Accounts receivable		31,766			53,978
Inventory		—			3,449
Prepaid expenses		52,445			86,945
Increase (decrease) in liabilities
Accounts payable		4,666			(39,931	)
Accrued compensation and expenses		28,906			106,015
Net cash used in operating activities		(537,620	)		(510,519	)

CASH FLOWS FROM INVESTING ACTIVITIES
Disposal of equipment, net		2,701			—
Net cash provided by investing activities		2,701			—

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of costs		570,000			385,500
Exercise of warrants/options		53,500			113,454
Net cash provided by financing activities		623,500			498,954

NET INCREASE (DECREASE) IN CASH		88,581			(11,565	)

CASH - BEGINNING OF YEAR		29,059			73,770
CASH - END OF YEAR	$	117,640		$	62,205

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR
Interest	$	96,176		$	58,791
Non-cash conversion of preferred stock		—			192,100

The accompanying notes are an integral part of these financial statements.

VYSTAR CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1 DESCRIPTION OF BUSINESS

Vystar has expanded into the consumer arena with an introduction into the mattress, mattress topper and pillow arenas aligning with key foam manufacturers, mattress, mattress toppers and pillow producers, and furniture stores in specific areas of the Unites States. On January 22, 2015, Vystar announced the signing of an exclusive domestic distribution agreement with Worcester, MA based Nature’s Home Solutions (NHS) who sources eco-friendly materials and technologies for use in furnishings and other markets. Vystar has also completed several trials with Vietnamese, European and Indian makers of foam products to use its Vytex NRL raw material in their current offerings in their own areas as well as to supply added needs for foam cores in both the mattress and topper arenas. The current requests from major mattress manufactures trialing Vytex foam products involves different densities especially those used on the upper levels of mattresses. The samples have been presented to the manufacturers and feedback has been very positive. A similar trial occurred in October 2016 in Thailand focusing on specific densities and pillows, and a meeting with a Belgian foam maker using a unique drying concept occurred in May 2016 with discussions ongoing. In addition, working with NHS and a large Vietnamese foam manufacturer, Lien A, the group attended the International Sleep Products Association (ISPA) in Orlando in March 2016. The significance of ISPA is the focus on components for use with major mattress and pillow manufacturers, which takes Vytex foam to an additional audience.

NOTE 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnotes required by GAAP for complete financial statements may be condensed or omitted. These interim financial statements should be read in conjunction with our audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission ("SEC"). In the opinion of Vystar management, these financial statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position and results of operations as of and for the three month and nine month periods ended September 30, 2016 and 2015.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates. Examples include valuation allowances for deferred tax assets, provisions for bad debts, and fair values of share-based compensation.

Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in banks in many cases exceeds the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor our cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets.

Loss Per Share

Because the Company reported a net loss for the nine-month periods ended September 30, 2016 and 2015, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. Excluded from the computation of diluted loss per share were options outstanding to purchase 9,718,271 shares and 8,444,906 shares of common stock for the nine months ended September 30, 2016 and 2015, respectively, as their effect would be anti-dilutive. Warrants to purchase 18,084,609 shares and 19,688,370 shares of common stock for the nine months ended September 30, 2016 and 2015, respectively, were also excluded from the computation of diluted loss per share as their effect would be anti-dilutive.

Revenues

Vystar derives revenue from license fees of Vytex NRL raw material to manufacturers and distributors of rubber and rubber-end products such as the foam used in the pillows and mattresses. Revenue is recognized when the licensee confirms payment and pays Vystar.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, line of credit and shareholder notes payable. The carrying values of all the Company’s financial instruments approximate fair value because of their short maturities. In addition to the short maturities, the carrying amounts of our line of credit and shareholder notes payable approximate fair value because the interest rates at September 30, 2016 approximate market interest rates for the respective borrowings.

In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company's principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market.

Valuation inputs are classified in the following hierarchy:

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs.
Level 3 inputs are unobservable inputs for the asset or liability.

Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used.

NOTE 3 LIQUIDITY AND GOING CONCERN

The Company's financial statements are prepared using the accrual method of accounting in accordance with GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, the Company has incurred significant losses and experienced negative cash flow since its inception. At September 30, 2016, the Company had cash of $117,640 and a deficit in working capital of $2,147,866. Further, at September 30, 2016, the accumulated deficit amounted to $26,579,827. As a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern.

A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the Company’s planned expenses and achieving a level of revenue adequate to support the Company’s cost structure. Management plans to finance future operations through the use of cash on hand, increased revenue from Vytex division license fees, our credit facility, stock warrant exercises from existing shareholders, raising capital through private placements of capital stock and debt.

The Company’s future expenditures will depend on numerous factors, including: the rate at which the Company can introduce and license Vytex NRL to manufacturers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of the Company’s products and services; and competing technological developments. As the Company expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after the Company has achieved sustained revenue generation.

There can be no assurances that the Company will be able to achieve its projected level of revenue in 2016 and beyond. If the Company is unable to achieve its projected revenue and is not able to obtain alternate additional financing of equity or debt, the Company would need to significantly reorient its operations during 2017, which could have a material adverse effect on the Company’s ability to achieve its business objectives and as a result may require the Company to file for bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

NOTE 4 DISCONTINUED OPERATIONS

As part of the Company’s strategy to focus on realizing the potential of the Vytex foam business in the pillow and mattress markets as well as part of the Company’s cost reduction plan, the Company made the decision in May 2016 to discontinue the operations of the Kiron division acquired in June 2013.

The Kiron division revenue was $4,538 and $77,045 for the three-month period ended September 30, 2016 and 2015, respectively; and $80,988 and $276,306 for the nine-month period ended September 30, 2016 and 2015, respectively. Gains (Losses) from discontinued operations were ($31,030) and ($7,160) for the three month period ended September 30, 2016 and 2015, respectively and $43,207 and ($64,741) for the nine month period ended September 30, 2016 and 2015, respectively.

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	September 30, 2016			December 31, 2015
Furniture, fixtures and equipment	$	8,522		$	150,119
Accumulated depreciation		(8,522	)		(147,140	)
	$	—		$	2,979

Depreciation expense for the three months ended September 30, 2016 and 2015 was $0 and $368, respectively. Depreciation expense for the nine months ended September 30, 2016 and 2015 was $278 and $1,330, respectively.

The Company disposed of all of the Kiron Division’s equipment and leasehold improvements resulting in a net $2,701 of proceeds.

NOTE 6 INTANGIBLE ASSETS

Patents represent legal and other fees associated with the registration of patents. The Company has four patents with the United States Patent and Trade Office (USPTO), as well as many international PCT (Patent Cooperation Treaty) patents.

Intangible assets are as follows:

	September 30, 2016			December 31, 2015
Patents	$	238,551		$	238,551
Trademarks & trade name		9,072			9,072
Subtotal		247,623			247,623
Accumulated amortization		(103,960	)		(92,200	)
Intangible assets, net	$	143,663		$	155,423

Amortization expense for the three months ended September 30, 2016 and 2015 was $3,920. Amortization expense for the nine months ended September 30, 2016 and 2015 was $11,760.

NOTE 7 INCOME TAXES

There is no income tax benefit recorded for the losses for the three and nine months ended September 30, 2016 and 2015 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of the net deferred tax asset.

NOTE 8 NOTES PAYABLE AND LOAN FACILITY

Related Party Line of Credit (CMA Note Payable)

On April 29, 2011, the Company executed with CMA Investments, LLC, a Georgia limited liability company (“CMA”), a line of credit with a principal amount of up to $800,000 (the “CMA Note”). CMA is a limited liability company of which three of the directors of the Company (“CMA directors”) were initially the members. Pursuant to the terms of the CMA Note, the Company may draw up to a maximum principal amount of $800,000. Interest, is computed at LIBOR plus 5.25% (5.8125% at September 30, 2016), on amounts drawn and fees. The weighted average interest rate in effect on the borrowings for the nine months ended September 30, 2016 was 5.72%.

Other terms of the CMA Note include:

The Note is unsecured;
No payments of principal are due until the second anniversary of the Note, at which time all outstanding principal is due and payable; and
As compensation to the directors for providing the Note, the Company issued warrants to purchase 2,600,000 shares of the Company’s common stock to the CMA Directors at $0.45 per share, which was the closing price of the Company’s stock on April 29, 2011, which vest 20% immediately and 10% upon each draw by the Company of $100,000 under the Note. Because the warrants were issued and valued prior to the receipt of funds under this loan, no discount could be recorded and, accordingly, the value of the warrants was capitalized as a financing cost. The costs are being amortized on a straight-line basis over the term of the Note.

On September 14, 2011, the Company’s Board of Directors approved increasing the line of credit with CMA by $200,000 to a maximum principal amount of $1,000,000 and the Company’s Chairman and Chief Executive Officer became a member of CMA. As compensation to the CMA Directors for increasing the amount available under the CMA Note, the Board of Directors approved modifying the exercise price for the 2,600,000 compensatory stock purchase warrants previously issued to the Directors from $0.45 to $0.27 per share, which was the closing price of the Company’s common stock on that date and the Company also issued warrants to purchase an additional 1,600,000 shares of the Company’s stock at $0.27 per share, which was the closing price of the Company’s common stock on September 14, 2011, which vest upon the original terms of the CMA Note. The costs incurred in the modification of the exercise price of the 2,600,000 compensatory stock purchase warrants issued on April 29, 2011 and the additional 1,600,000 warrants issued on September 14, 2011 are being amortized on a straight line basis over the remaining term of the CMA Note.

On November 2, 2012, the Board of Directors approved an increase in the CMA line of credit from $1,000,000 to $1,500,000. As compensation to the CMA Directors for increasing the amount available under the CMA Note, warrants to purchase an additional 2,100,000 shares of the Company’s stock at $0.35 per share were issued and recorded as deferred financing cost to be amortized through interest expense over the remaining term of the CMA Note. There was no amortization of the financing costs associated with the CMA Note for the three and nine months ended September 30, 2016 and September 30, 2015.

On April 29, 2013, the maturity date of the CMA Note was extended to April 29, 2014. As compensation to the CMA Directors for extending the maturity date of the CMA Note, the Board of Directors approved modifying the exercise price for the 6,300,000 compensatory stock purchase warrants previously issued to the Directors to $0.10 per share and the CMA Directors forfeited 630,000 of the warrants. Amortization of the financing costs associated with extending the CMA Note was amortized through interest expense.

On April 30, 2014 the maturity date of the CMA Note was extended to April 30, 2015. No consideration was awarded the CMA members based on this extension.

On April 29, 2015 the maturity date of the CMA Note was extended to April 29, 2016. No consideration was awarded the CMA members based on this extension.

On April 29, 2016, the maturity date for the CMA Note has been extended to April 29, 2017. No consideration was awarded to the CMA members based on this extension.

Shareholder Notes Payable

The following table summarizes the shareholder notes payable:

	September 30, 2016		December 31, 2015
Shareholder notes payable	$	700,068	$	700,068
Accrued interest		266,220		213,667
Total Shareholder Notes Payable	$	966,288	$	913,735

Such notes are (i) unsecured, (ii) bear interest at an annual rate of ten percent (10%) per annum, and (iii) are convertible into shares of common stock at a conversion rate ranging between $0.05 and $0.10 of principal and interest for each such share.

The current average conversion price for the above referenced Shareholder and Promissory Notes with an outstanding balance as of September 30, 2016 of $966,288 including accrued interest, is approximately $0.055 per share or 17,441,891 shares of the Company’s common stock. The face value of the Shareholder Notes at September 30, 2016 is $700,068.

On August 15, 2016, the Company received notice from the holder of a Shareholder Promissory Note (“Note”) with a face value of $100,000 that the Company was in default under the terms of the Note and was calling for the principal and accrued interest be paid. The outstanding balance due under the Note as of September 30, 2016 was $154,986. The Company has agreed to terms that pay off the Note over a period of time extending in to 2017.

NOTE 9 STOCKHOLDERS’ EQUITY

Common Stock and Warrants

As part of a September 2014 Private Placement Memorandum, updated in February 2015 and September 2015, the Company issued 12,480,000 shares of common stock to six (6) accredited investors during the nine months ended September 30, 2016. Total gross proceeds of the issuances were $570,000. No commissions were paid. The shares of common stock were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

During the nine months ended September 30, 2016, the Company had 1,783,335 common stock warrants exercised at $0.03 per share for $53,500.

On June 30, 2016, the Company issued 997,466 common shares as compensation under the Company’s Business Development Agreement with Blue Oar Consulting, Inc. executed in March 2013 as amended in August 2013 and amended February 2014 and 250,000 common shares as compensation under the Company’s Business Development Agreement with Byron Novosad executed in February 26, 2014.

Cumulative Convertible Preferred Stock

On May 2, 2013, the Company began a private placement offering to sell up to 200,000 shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock. Under the terms of the offering, the Company offered to sell up to 200,000 shares of preferred stock at $10.00 per share for a value of $2,000,000. The preferred stock accumulates a 10% per annum dividend and was convertible at a conversion price of $0.075 per common share at the option of the holder after a six-month holding period. The conversion price was lowered to $0.05 per common share for those holders who invested an additional $25,000 or more in the Company’s common stock in the aforementioned September 2014 Private Placement. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference.

At September 30, 2016, the 13,828 shares of outstanding preferred stock had accumulated undeclared dividends of approximately $46,305, and could be converted into 3,691,709 shares of common stock, at the option of the holder.

NOTE 10 SHARE-BASED COMPENSATION

Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

In total, the Company recorded $74,253 and $32,332 of stock-based compensation expense for the three month period ended September 30, 2016 and 2015, respectively, and $379,301 and $305,297 of stock-based compensation expense for the nine month period ended September 30, 2016, and 2015, respectively related to employee and board member stock options and common stock and warrants issued to nonemployees. As of September 30, 2016, $192,768 of unrecognized compensation expense related to non-vested share-based awards remains to be recognized over a period of approximately four years.

Options and Warrants

The Company used the Black-Scholes option-pricing model to estimate the grant-date fair value of option and warrant awards granted. The following assumptions were used for warrant awards during the nine months ended September 30, 2016:

Expected Dividend Yield – because we do not currently pay dividends, the expected dividend yield is zero;
Expected Volatility in Stock Price – volatility based on our own trading activity was used to determine expected volatility;
Risk-free Interest Rate – reflects the average rate on a United States Treasury Bond with a maturity equal to the expected term of the option; and
Expected Life of Award – because we have minimal experience with the exercise of options or warrants for use in determining the expected life of each award, we used the option or warrant’s contractual term as the expected life.

Options

During 2004, the Board of Directors of the Company adopted a stock option plan (the “Plan”) and authorized up to 4,000,000 shares to be issued under the Plan. In April 2009, the Company’s Board of Directors authorized an increase in the number of shares to be issued under the Plan to 10,000,000 shares and to include the independent Board Members in the Plan in lieu of continuing the previous practice of granting warrants each quarter to independent Board Members for services. At September 30, 2016, there were 181,279shares of common stock reserved for issuance under the Plan. In 2014, the Board adopted an additional stock option plan which provides for an additional 5,000,000 shares which are all available as of December 31, 2015. The Plan is intended to permit stock options granted to employees to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan that are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options. Stock options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, typically vest over periods up to 4 years and are typically exercisable up to 10 years.

The fair value of each common stock option issued is estimated on the date of grant using the Black-Scholes option pricing model. The following table summarizes all stock option activity of the Company for the period.

The weighted-average assumptions used in the option pricing model for stock option grants were as follows:

	2016
Expected Dividend Yield	0.00	%
Expected Volatility in Stock Price	145.82	%
Risk-Free Interest Rate	1.87	%
Expected Life of Stock Awards – Years	10.0

The following table represents the Company’s option activity for the nine months ended September 30, 2016:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)

Outstanding, December 31, 2015		9,381,573		$	0.16		5.10

Granted		500,000		$	0.05		9.63

Exercised		—

Forfeited		(163,302	)	$	0.44

Outstanding, September 30, 2016		9,718,271		$	0.15		4.67

Exercisable, September 30, 2016		7,148,271		$	0.19		6.15

Warrants

Warrants are issued to employees for expenses and for compensation in lieu of cash as well as to third parties as payment for services and in conjunction with the issuance of common stock. The fair value of each common stock warrant issued for services is estimated on the date of grant using the Black-Scholes option-pricing model.

The weighted-average assumptions used in the option pricing model for stock warrant grants were as follows:

	2016
Expected Dividend Yield	0.00	%
Expected Volatility in Stock Price	120.75	%
Risk-Free Interest Rate	2.18	%
Expected Life of Stock Awards – Years	10.0

The following table represents the Company’s warrant activity for the nine months ended September 30, 2016:

	Number of Shares			Weighted Average Grant Date Fair Value		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)

Outstanding, December 31, 2015		18,178,158				$	0.13		5.54

Granted		1,689,786		$	0.06	$	0.07		9.31

Exercised		(1,783,335	)			$	0.03

Forfeited		—

Expired		—

Outstanding, September 30, 2016		18,084,609				$	0.11		5.72

Exercisable, September 30, 2016		17,583,831				$	0.11		5.78

The Company issued 1,689,786 warrants for services during the nine months ended September 30, 2016 at exercise prices from $0.03 to $0.10 per share, exercisable over a period of ten years from the grant date. All of the warrants with the exception of 745,664 vested immediately with the 745,664 warrants vesting one-twelfth per month over a one-year period. The fair value of the warrants was calculated as of the date of the grant utilizing the Black-Scholes option-pricing model and assumptions as detailed above. The total amount of the fair value was $111,254 and is recorded as noncash share-based compensation expense as vesting occurs.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Vystar Corporation (“Vystar”, the “Company”, “we”, “us”, or “our”) is the creator and exclusive owner of the innovative technology to produce Vytex® Natural Rubber Latex ("NRL"). This technology reduces antigenic protein and non-rubbers in natural rubber latex to virtually undetectable levels. With non-latex products growing at a rapid rate, the costs for these alternative materials incurred by the manufacturers of these many different products have greatly decreased with nearly all substitute materials being more expensive than NRL. This fact has changed in the past year as NRL prices have decreased and continue to fluctuate in the low price zone with recent prices falling to a level below the original prices used to write the business plan for Vystar Corporation in 2004. Supply for nitrile and neoprene has grown dramatically in the past year as additional facilities have come on line mostly in Southeast Asia. We have introduced Vytex NRL, our “ultra-low protein” natural rubber latex, throughout the worldwide marketplace that uses NRL or latex substitutes as a component of manufactured products and we have recently approved an ultra-low ammonia version for limited exposure on the workers in the manufacturing world. Recent industry estimates have the total rubber market at 11 million dry metric tons of which just over 1.2 million tons are in liquid latex form. There are more than 40,000 products made from the liquid latex while the other eight million plus tons are used to produce tires and other hard rubber products. Natural rubber latex is used in an extensive range of products including balloons, textiles, footwear and clothing (threads), adhesives, foams, furniture, carpet, paints, coatings, protective equipment, sporting equipment, and specialty health care products such as condoms, surgical and exam gloves, catheters and other items.

We expanded our operations, particularly increasing market acceptance and sales of Vytex NRL through our operating agreement with CT Group (“CT”). The decision to convert to Vytex NRL is impacted by many functional areas including research and development, manufacturing, sales, marketing, purchasing and finance. Each of these areas has a significantly different decision-making role per company thus the large difference in the sales cycle. If the product is regulated and requires regulatory clearances or approvals prior to commercialization, the sales cycle could be extended by another nine to twelve months for testing, filing and agency review. Our focus on the consumer foam arena will greatly increase the global production and use of Vytex NRL and includes other licensees as well as the CT Group. The CT Group was recently purchased by Halcyon Agri, based out of Singapore who is majority owned by the Sinochem Group of Beijing, China.

As noted in a press release issued March 19, 2014 and two subsequent releases, Vystar announced a strategic directional shift that has taken it into the multi-billion dollar foam market using its patented Vytex NRL raw material. The raw material is then transformed by its Guatemalan partner, Islatex, and potentially other companies into foam that is whiter, lighter weight and free of the off-gassing common among competitors' memory foam products. Because Vytex NRL results in a more translucent and cleaner latex following the removal of proteins and non-rubbers, manufacturers' production costs are decreased by utilizing less chemicals, water, and processing to remove proteins, and less dyes and perfumes to cover up the yellow color and odor of non-Vytex natural rubber latex. In July 2015, we were notified by management at Islatex in Guatemala that they were ceasing operations during the quarter. Since that time, Vystar has focused its efforts on the foam core manufacturers in Asia and Europe with great success and added capacity for raw material and foam cores and pillows.

As noted in the opening paragraphs, Vystar's alliances have been formed to include mattress and pillow producers in the United States, business development strategists, and selected retailers that have received containers of foam pillow and mattress cores for showroom analysis, market research and select early sales efforts. Through these broad alliances, Vystar is offering a broad array of mattress and pillow cores to meet consumer needs across the board.

Vystar has moved into a targeted role in the North American foam industry with specific large retail outlets identified for Vytex foam but key markets and online retailers are ready to start offering mattresses and pillows for their customers. This is the first time that Vystar is participating directly in end product sales.

Recent Developments

As previously noted, Vystar remains in discussions with parties in the alternate rubber arena to license its technologies for removal of proteins from alternate latex sources that have been shown to contain similar proteins. These discussions have intensified as this alternate industry has added companies that show strong potential to fill a possible void in future demand.

Recently, after two presentations to technical audiences and much publicity surrounding the foam line launch, Vystar has been approached by companies with novel ideas that include the use of its Vytex NRL raw material. Also, Vystar has also completed trials with European and Indian makers of foam products to use its Vytex NRL raw material in their current offerings in their own areas as well as to supply added needs for foam cores in both the mattress and topper arenas. Vystar has also completed a trial to procure pillows made with Vytex NRL for global and domestic use with another trial planned for SE Asia. The sample runs performed in both the European and SE Asian trials have led to manufacturing for mattress cores and pillows for domestic mattress manufacturers and possibly finished goods. Vystar entered into discussions in July 2015 with a large international maker of natural rubber latex foam cores, who has an American subsidiary and distribution center to supply foam of varying thicknesses and firmness to handle global and domestic business for retail outlets and its online offerings. Vytex NRL passed the first trial phase at the American facility and will pursue doing a full manufacturing run which will determine the starting level of domestic production.

Working through distribution with global manufacturers, Vystar has been able to secure a commitment from a major manufacturer of dielectric gloves that have qualified Vytex to run on a full production line with potential to move to others lines and more of their international locations. Vystar has also progressed well in pilot line trials with a major women’s apparel retailer. The next stage of this relationship starts in November 2016 with licensing discussions and pilot test results review.

We are expanding our usage of Vytex with a worldwide manufacturer of cold seal adhesives to complement the current business in sports shoes.

By introducing several new versions of Vytex at the ILC meeting mid-2015, we have secured several trials with manufacturers in the toy arena who desire the lowest levels of nitrosamine per European standards. Also, as an alternative raw material has ceased production, a catheter manufacturer is now trialing Vytex for their internal balloons with results now being evaluated.

A small trial is commencing with an American manufacturer of exam gloves, using Vytex, as requested by a major outpatient provider of services. The dipping process for the exam gloves is in process to be ready for shipment currently.

In the foam arena, Vystar’s partner Nature’s Home Solutions (NHS) believes Vytex, Natural Rubber Latex (NRL), is the future for pure natural latex in the home furnishings marketplace. Vytex is the only eco-friendly and pure latex that will allow the industry to accentuate consistent sales growth and superior market penetration. Our ability to innovate and integrate pure natural Vytex as the key component in the mattress and upholstery industry will allow us to capitalize on the consumer’s thirst for pure 100% natural products in living rooms and bedrooms. NHS’ unique product development, pricing strategy, unlimited supply chain capabilities, together with the benefit of a natural, eco-friendly product will revolutionize the home furnishing industry. NHS recently completed the first of several international bed lines that will be launching in the next two quarters. Vystar has expanded into the consumer arena with an introduction into the mattress, mattress toppers and pillow arenas aligning with key foam manufacturers, and furniture stores in specific areas of the Unites States. On September 30, 2016, Vystar signed an exclusive worldwide distribution agreement with Worcester, MA NHS who sources eco-friendly materials and technologies for use in furnishings and potentially other markets thus replacing the prior agreement of January 2015. NHS made its first license payment under the new contract in October 2016. NHS has produced multiple mattress lines with major manufacturers like Spring Air, King Koil and Gold Bond encompassing approximately 25 different mattresses in both 100% Vytex and Vytex-hybrid versions. These mattresses have already started shipping and are being sold in numerous retail locations across the US. In addition, NHS has ordered more than a quarter million dollars of containers in varying densities and sizes and has purchase orders prepared for another quarter million dollars of Vytex foam cores and pillows in the next 45 days. NHS sees steady increased exponential growth throughout the remainder of 2017 and the companies, combined with Lien A, have structured the needed supply chain.

Board of Directors Member and Research & Development Director Ranjit K. Matthan, Ph.D., revealed ongoing developments in the formulation of Vytex NRL with reduced or no ammonia and nitrosamines at the International Latex Conference (ILC) session titled “Advances in Environmentally Friendly Ultra Low Protein Natural Rubber Specialty Latices” on August 12, 2015. The significant advances in aluminum hydroxide-treated Vytex NRL properties and applications are potential game-changers for the issues of volatile organic content and nitrosamines for some critical latex products, such as balloons, catheters, condoms, and other medical devices, as well as enabling cleaner and more sustainable work environments. The expanded Vystar product grades make it applicable in a wider range of latex products with the advantage of improved environmental impact through reduced leachables/extractables. The advances deliver a simplified, sustainable, totally safe raw material that Vystar can offer for several applications without reservations about nitrosamines. Production scale up of all three newer versions of Vytex NRL is currently being targeted as well as sample fulfillment. During the third quarter 2016 the sample production runs were made available to companies globally focusing on low nitrosamine, no ammonia (employee safety in manufacturing end products) and pre-vulcanized.Vystar has entered into early discovery with two separate companies in packaging upgrades and in biodegradable processes. Each is in the early stage of feasibility.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2016 with the Three Months Ended September 30, 2015

Revenues

	Three Months Ended September 30,														Continuing						Total
	2016								2015						$ change			% change			$ change			% change
	Continuing		Discontinued			Total			Continuing		Discontinued		Total
Revenue, net	$	29,642	$	4,538		$	34,180		$	19,403	$	77,044	$	96,447	$	10,239			52.8	%	$	(62,267	)		(64.6	%)
Cost of revenue		3,000		(18,716	)		(15,716	)		4,363		48,593		52,956		(1,363	)		(31.2	%)		68,672			129.7	%
Gross margin	$	26,642	$	23,254		$	49,896		$	15,040	$	28,451	$	43,491	$	11,602			77.1	%	$	6,405			14.7	%

Revenues for the three months ended September 30, 2016 and 2015 from the Company were $34,180 and $96,447, respectively, for a decrease of $62,267 or 64.6%. The decrease in revenues from operations was principally due to the closing of the Kiron division. Revenues for the three months ended September 30, 2016 and 2015 from the Company’s continuing operations were $29,642 and $19,403, respectively, for an increase of $10,239 or 52.8%. The increase in revenues from continuing operations was due to the new NHS contract and the resulting increase in Vytex licensing fees.

For the Company, gross margin increased from $43,491 for the period ended September 30, 2015 to $49,896 for the period ended September 30, 2016, an increase of $6,405 or 14.7%. Gross margin from continuing operations for the three months ended September 30, 2016 and 2015 was $26,642 and $15,040, respectively, for an increase of $11,602 or 77.1%. Cost of revenue for the three months ended September 30, 2016 and 2015 was $3,000 and $4,363, respectively a decrease of $1,363 or 31.2%.

Operating Expenses

	Three Months Ended September 30,												Continuing					Total
	2016						2015						$ change		% change			$ change		% change
	Continuing		Discontinued		Total		Continuing		Discontinued		Total
Operating Expenses
General and administrative	$	247,422	$	51,583	$	299,005	$	210,670	$	35,549	$	246,219	$	36,752		17.4	%	$	52,786		21.4	%
Total operating expenses	$	247,422	$	51,583	$	299,005	$	210,670	$	35,549	$	246,219	$	36,752		17.4	%	$	52,786		21.4	%

The Company’s operating expenses consist of general and administrative expenses. General and administrative expenses consist primarily of compensation and support costs for management and administrative staff, and for other general and administrative costs, including professional fees related to accounting, finance, and legal services as well as other operating expenses. The Company’s operating expenses were $299,005 and $246,219 for the three months ended September 30, 2016 and 2015, respectively, for an increase of $52,786 or 21.4%. This was primarily the result of increased legal expenses incurred during the period. The Company’s operating expenses from continuing operations were $247,422 and $210,670 for the three months ended September 30, 2016 and 2015, respectively, for an increase of $36,752 or 17.4%.

Other Income (Expense)

Other income (expense) for the three months ended September 30, 2016 consisted of interest expense of $40,125 and other expense of $14,456. This compares to interest expense of $38,743 and interest income of $1 for the three months ended September 30, 2015. The increase in interest expense for the quarter ended September 30, 2016 versus the same quarter in 2015 was attributable to an increase in the LIBOR index rate on the CMA Loan as well as additional Shareholder Notes. The $14,456 of other expense was due to the expense associated with the repricing of some previously issued common stock warrants.

Net Loss

Net loss was $306,391 and $241,532 for the three months ended September 30, 2016 and 2015, respectively, an increase of $64,859 or 26.9% in the net loss. The larger net loss the Company experienced in the quarter ended September 30, 2016 versus the same period in 2015 was primarily attributable to the increase in legal expense for the period.

Comparison of the Nine Months Ended September 30, 2016 with the Nine Months Ended September 30, 2015

Revenues

	Nine Months Ended September 30,												Continuing						Total
	2016						2015						$ change			% change			$ change			% change
	Continuing		Discontinued		Total		Continuing		Discontinued		Total
Revenue, net	$	37,264	$	80,988	$	118,252	$	42,727	$	276,306	$	319,033	$	(5,463	)		(12.8	%)	$	(200,781	)		(62.9	%)
Cost of revenue		15,973		15,144		31,117		17,838		166,088		183,926		(1,865	)		(10.5	%)		(152,809	)		(83.1	%)
Gross margin	$	21,291	$	65,844	$	87,135	$	24,889	$	110,218	$	135,107	$	(3,598	)		(14.5	%)	$	(47,972	)		(35.5	%)

Revenues for the nine months ended September 30, 2016 and 2015 from the Company were $118,252 and $319,033, respectively, for a decrease of $200,781 or 62.9%. The decrease in revenues from operations was due to a decrease in fees from the Kiron Division and its ultimate closure. The decrease in fee revenue and cost of revenue from Kiron was due to a number of factors, principal of which was the elimination of the unprofitable DME business. Revenues for the nine months ended September 30, 2016 and 2015 from the Company’s continuing operations were $37,264 and $42,727, respectively, for a decrease of $5,463 or 12.8%. The decrease in revenues from continuing operations was due to the drop in raw latex prices and the resultant drop in Vytex licensing fees.

For the Company, gross margin fell from $135,107 for the period ended September 30, 2015 to $87,135 for the period ended September 30, 2016, a decrease of $47,972 or 35.5%. Gross margin from continuing operations for the nine months ended September 30, 2016 and 2015 was $21,291 and $24,889, respectively, for a decrease of $3,598 or 14.5%. Cost of revenue from continuing operations for the three months ended September 30, 2016 and 2015 was $15,973 and $17,838, respectively a decrease of $1,865 or 10.5%.

Operating Expenses

	Nine Months Ended September 30,												Continuing					Total
	2016						2015						$ change		% change			$ change			% change
	Continuing		Discontinued		Total		Continuing		Discontinued		Total
Operating Expenses
General and administrative	$	902,286	$	22,531	$	924,817	$	874,837	$	174,713	$	1,049,550	$	27,449		3.1	%	$	(124,733	)		(11.9	%)
Total operating expenses	$	902,286	$	22,531	$	924,817	$	874,837	$	174,713	$	1,049,550	$	27,449		3.1	%	$	(124,733	)		(11.9	%)

The Company’s operating expenses consist of general and administrative expenses. General and administrative expenses consist primarily of compensation and support costs for management and administrative staff, and for other general and administrative costs, including professional fees related to accounting, finance, and legal services as well as other operating expenses. The Company’s operating expenses were $924,817 and $1,049,550 for the nine months ended September 30, 2016 and 2015, respectively, for a decrease of $124,733 or 11.9%. This was primarily the result of the closing of the Kiron division. The Company’s operating expenses from continuing operations were $902,286 and $874,837 for the nine months ended September 30, 2016 and 2015, respectively, for an increase of $27,449 or 3.1%. This was primarily a result of increased legal expenses for the period.

Other Income (Expense)

Other income (expense) for the nine months ended September 30, 2016 consisted of interest expense of $134,233, other expense of $14,456, and interest income of $1. This compares to interest expense of $108,102, other expense of $15,899, and interest income of $40 for the nine months ended September 30, 2015. The increase in interest expense for the period ended September 30, 2016 versus the same period in 2015 was attributable to an increase in the LIBOR index rate on the CMA Loan as well as additional Shareholder Notes.

Net Loss

Net loss was $986,476 and $1,038,650 for the nine months ended September 30, 2016 and 2015, respectively, a decrease of $52,174 or 5.0% in the net loss. The smaller net loss the Company experienced in the period ended September 30, 2016 versus the same period in 2015 was primarily attributable to the elimination of the Company’s former acting Chief Financial Officer as well as a reduction in third-party contract services.

LIQUIDITY AND CAPITAL RESOURCES

There can be no assurances that the Company will be able to achieve its projected level of revenue in 2016 and beyond. If the Company is unable to achieve its projected revenue and is not able to obtain alternate additional financing of equity or debt, the Company would need to significantly reorient its operations during 2016, which could have a material adverse effect on the Company’s ability to achieve its business objectives and as a result may require the Company to file for bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

Sources and Uses of Cash

For the nine months ended September 30, 2016 and 2015, net cash used in operations was $537,620 and $510,519 respectively. The negative cash flow for the nine months ended September 30, 2016 resulted primarily from the net loss of $986,476, a decrease in allowance for uncollectible accounts receivable of $60,266, offset by non-cash charges related to non-cash share-based compensation expense of $379,301, an increase in prepaid expenses of $52,445, and an increase in accrued compensation and expenses of $28,906. The negative cash flow for the nine months ended September 30, 2015 resulted primarily from the net loss of $1,038,650, and a decrease in accounts payable of $39,931 offset by non-cash charges related to non-cash share-based compensation expense of $305,297, a decrease in accounts receivable of $53,978, an increase in prepaid expenses of $86,945, and an increase in accrued compensation and expenses of $106,015.

For the nine months ended September 30, 2016, the company disposed of $2,701 in net equipment, furniture and fixtures. There was no activity for the same period in 2015.

Net cash provided by financing activities for the nine months ended September 30, 2016 was $570,000 in proceeds from the sale of common stock and $53,500 from the exercise of warrants. Net cash provided by financing activities for the nine months ended September 30, 2015 was $385,500 from the sale of common stock and $113,454 from the exercise of warrants.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that may be reasonably likely to have a current or future material effect on our financial condition, liquidity, or results of operations.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). 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; product development, introduction and acceptance; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; 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 Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and 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. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

(A) Evaluation of disclosure controls and procedures

Our management, including our principal executive and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2016. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q has been appropriately recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective to the reasonable assurance level.

(B) Changes in internal control over financial reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting that occurred during the first nine months of 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Set forth below is information regarding shares of common stock, warrants and options to purchase common stock issued by the Company in for the nine months ended September 30, 2016, that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration, if any, received by the Company for such shares, warrants and options and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

(a) Common Stock Financings

From December 31, 2015 through September 30, 2016, the Company issued 11,400,000 shares of common stock at $0.05 per share for $570,000.

(b) Stock Option Grants

From December 31, 2015 through September 30, 2016, the Company granted 500,000 common stock options.

(c) Application of Securities Laws and Other Matters

No underwriters were involved in the foregoing sales of securities. The securities described in section (a) of this Item 2 were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder, as applicable, relative to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required.

All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of common stock, warrants and options described in this Item 2 included appropriate legends setting forth that the securities had not been registered and the applicable restrictions on transfer.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Index

Number		Description

31.1 *		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification of Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	VYSTAR CORPORATION


Date: November 14, 2016	By:	/s/ William R. Doyle
		William R. Doyle
		President, Chief Executive Officer, Chief Financial Officer and Director